Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (i) The Borrower may, at any time and from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof.

Voluntary Prepayments. (i) The Borrower may, at any time and from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing tranche of the Loans, in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. part (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepaymentsubject, in the case of prepayment the Payment in Full of Base Rate Borrowingsall the Loans, or (B) to the additional requirements of Section 4.7), upon at least three one (1) Business Days prior Days’ irrevocable notice by Borrower to the date of prepayment, Agent by 1:00 p.m. (New York time) in the case of prepayment Base Rate Advances, and three (3) Business Days’ irrevocable notice by Borrower to Agent by 1:00 p.m. (New York time) in the case of Eurodollar LIBOR Rate Borrowings. Each such notice shall specify Advances, specifying the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified thereinprepayment; provided that, if that a notice of voluntary optional prepayment may state that such notice is given in connection with a conditional notice conditioned upon the effectiveness of termination other credit facilities or the receipt of the Commitments as contemplated by Section 2.09proceeds from the incurrence of other Indebtedness or any other event, then in which case such notice of prepayment may be revoked by the Borrower (by written notice to the Agent on or prior to the specified date) if such condition is not satisfied. If such notice is given, Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein accompanied by the amount of termination is revoked accrued and unpaid interest thereon. Each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Share in respect of the tranche of Loans being prepaid. (ii) If the Borrower determines that the Loan is an “applicable high yield discount obligation” within the meaning of Section 2.09. Promptly following receipt 163(i)(1) of the Code, then, notwithstanding anything in this Agreement to the contrary, if at the end of any such notice“accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the issue date of the Loans, the Administrative Agent shall advise the Lenders aggregate amount of accrued and unpaid interest and “original issue discount” (as defined in Section 1273(a)(1) of the details thereofCode) would, but for this Section 2.5(c), exceed an amount equal to the Loan’s “issue price” (as defined in Section 1273(b) and 1274(a) of the Code) multiplied by the Loan’s “yield to maturity” (as defined in Treasury Regulations Section 1.1272-1(b)(1)(i)) (such product, the “Maximum Accrual”), the Borrower shall redeem at each such applicable date (an “AHYDO Catch-Up Payment Date”), without premium or penalty, the amount of principal plus accrued and unpaid interest, if any, on the amount of principal to be redeemed, to, but excluding, the applicable AHYDO Catch-Up Payment Date, equal to all accrued and unpaid interest and original issue discount on the Loans as of the end of such accrual period in excess of an amount equal to the Maximum Accrual (the “AHYDO Catch-Up Payment”), and such AHYDO Catch-Up Payment shall be treated for purposes of Section 163(i) of the Code as interest paid under the Loan. For the avoidance of doubt, there shall be no prepayments under this paragraph on or prior to the fifth anniversary of the date of this Agreement.

Voluntary Prepayments. (i) The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (A) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 a form acceptable to the Administrative Agent and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (New York City time1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (A2) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Loans; (B) at least three Business Days prior to the date of prepayment, in the case of any such prepayment of Eurodollar Rate BorrowingsLoans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.092.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.06. Promptly following receipt Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such notice, prepayment shall be applied to the Administrative Agent shall advise Loans of the Lenders of the details thereofin accordance with their respective Applicable Percentages.

Voluntary Prepayments. (i) The Borrower may, at any time and from time upon written notice delivered to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepaymentand, in the case of prepayment of Base a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate BorrowingsLoans, or two (B2) at least three Business Days prior (or such shorter or no notice as may be satisfactory to the date of prepaymentAdministrative Agent), and in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment date (which shall be a Business Day) and stating the aggregate principal amount of each Borrowing or portion thereof the prepayment and the Loans to be prepaid, and may prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be given by telephone or payable with respect to each such prepayment in writing (and, if given by telephone, shall promptly be confirmed the manner set forth in writing)Section 3.7. Each Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the principal payment amount of each Borrowing specified therein in such notice shall become be due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given described in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, together with accrued and unpaid interest on the Administrative Agent amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall advise be in an aggregate principal amount equal to the Lenders lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the details thereofaggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be.

Voluntary Prepayments. (i) The Borrower Parties may, upon notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall that: (a) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. than: 11:00 a.m.: (New York City timei) three (A3) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the any date of prepayment, in the case of prepayment of Eurodollar Term SOFR Loans denominated in Dollars; and (ii) one (1) Business Day prior to any date of prepayment of Alternate Base Rate BorrowingsLoans; (b) any prepayment of Term SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (c) any prepayment of Alternate 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 (d) the Borrowers shall reimburse the Administrative Agent and any of the Lenders for all costs and expenses incurred, including, without limitation, any breakage costs associated with such prepayment. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice is given by telephone or the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon, if a notice of voluntary together with any additional amounts required pursuant to Section 4.05 hereof. Each such prepayment is given in connection with a conditional notice of termination of shall be applied to the Commitments as contemplated relevant Obligations held by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked each Lender in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofits respective Pro Rata Share.

Voluntary Prepayments. (ia) The Borrower mayAgent, at any time for the ratable benefit and from time to timeaccount of the Lenders, without premium or penalty but subject to Section 2.14(c)will accept a prepayment, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment , of any Borrowing shall be in an aggregate the Loan during the Lockout Period if, Borrower gives to Agent not less than ten (10) days’ prior notice, and concurrently with, and as a condition to such prepayment, Borrower pays to Agent, for the ratable benefit and account of the Lenders, (i) the Spread Maintenance Premium, (ii) if less than the entire principal balance is then being prepaid, the principal amount that prepaid is an integral multiple of $1,000,000 and not less than $5,000,00010,000,000.00 and is in increments of $10,000,000.00; (iii) all accrued and unpaid interest to and including the date of such prepayment on the amount being prepaid is then paid; (iv) any amounts payable pursuant to Sections 2.2.7 and 2.4.3 are then paid; (v) any sums payable by Borrower to the Counterparty in connection with the early termination or partial termination of the Interest Rate Protection Agreement are then paid, and (vi) all fees and expenses incurred by Agent in connection with the Loan and/or with the prepayment are then paid. (b) From and after the expiration of the Lockout Period Borrower may prepay the Loan, in whole or in part, without premium or penalty, provided that Borrower gives to Agent not less than ten (10) days’ prior notice, which notice shall be irrevocable and shall specify (i) the date and amount of the prepayment and (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate BorrowingsLIBOR Loans, the expiration date of the applicable LIBOR Loan. Prepayment of all or any portion of the Loan may be made in accordance with this paragraph provided that: (A) if less than the entire principal balance is then being prepaid, the principal amount prepaid is not less than $10,000,000.00 and is in increments of $10,000,000.00; (B) at least three Business Days prior all accrued and unpaid interest to and including the date of prepayment, in the case of such prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified thereinamount being prepaid is then paid; provided that(C) any amounts payable pursuant to Sections 2.2.7 and 2.4.3 are then paid; (D) if the Counterparty is a Lender, if a notice of voluntary prepayment is given any sums payable by Borrower to the Counterparty in connection with a conditional notice of the early termination or partial termination of the Commitments as contemplated Interest Rate Protection Agreement are then paid, and (E) all fees and expenses incurred by Section 2.09, Agent in connection with the Loan and/or with the prepayment are then such notice paid. (c) In each instance of prepayment permitted under this Section 2.5.1, Borrower shall be required to pay all other sums due hereunder (including under Section 2.2.7) and no principal amount repaid may be revoked if such notice of termination reborrowed. (d) All prepayments are to be made on a Payment Date. If any prepayment is revoked in accordance with Section 2.09. Promptly following receipt of any such noticereceived by Agent on a date other than a Payment Date the same shall be held by Agent as collateral security for the Loan and shall be applied by the Lenders on the next Payment Date. (e) Except as otherwise expressly permitted herein, the Administrative Agent shall advise the Lenders principal balance of the details thereofNote may not be prepaid in whole or in part.

Voluntary Prepayments. (i) The Borrower may, shall have the right at any time and from time to time, without premium or penalty but subject time to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment , subject to prior notice in accordance with paragraph (a)(ii) of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000this Section. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the The Borrower shall notify the Administrative Agent not later than 12:00 p.m. by telephone (New York City timeconfirmed by telecopy) of any prepayment hereunder (Ai) on the date of prepayment, in the case of prepayment of Base Rate Borrowingsa Eurodollar Borrowing, or (B) at least not later than 11:00 a.m., New York City time, three Business Days prior to before the date of prepayment, prepayment or (ii) in the case of prepayment of Eurodollar Rate Borrowingsan ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable, shall specify the Facility to be repaid, the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, prepaid and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and signed by a Responsible Officer of the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified thereinBorrower; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.8. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the details contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.2. Each prepayment of a Borrowing shall be applied to the applicable Loans included in the prepaid Borrowing, provided that any prepayment of the Term A Loans and/or the Term B Loans shall be applied to the principal repayment installments thereof in inverse order of maturity, and each such prepayment shall be paid to the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and any amounts payable under Section 2.15.

Voluntary Prepayments. (i) The Borrower may, at any time and from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing Term Loans may be repaid in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment (i) LIBOR Rate Loans may be repaid only upon three (3) Business Days’ prior written notice to the Administrative Agent, (ii) repayments of LIBOR Rate Loans must be accompanied by payment of any Borrowing amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in an aggregate minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that is an integral multiple the Borrowers elect to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrowers) first ratably to any Base Rate Loans and then to LIBOR Rate Loans in direct order of $1,000,000 and not less than $5,000,000. (iiInterest Period maturities. All prepayments under this Section 2.11(a) To make a voluntary prepayment pursuant shall be subject to Section 2.11(a)(i)2.20, but otherwise without premium or penalty. Interest on the Borrower principal amount prepaid shall notify be payable on the next occurring Interest Payment Date that would have occurred had such loan not been prepaid or, at the request of the Administrative Agent not later than 12:00 p.m. in the case of a prepayment under this clause (New York City timea) or clause (Ab) below, interest on the principal amount prepaid shall be payable on any date that a prepayment is made hereunder through the date of prepayment, in . Amounts prepaid on the case of prepayment of Base Rate Borrowings, Term Loans may not be reborrowed. Each notice delivered by the Borrowers pursuant to this Section 2.11(a) shall be revocable by the Borrowers (by notice to the Administrative Agent on or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the proposed prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof).

Voluntary Prepayments. (ia) The Borrower maySubject to the terms of this Section 2.8 and Section 3.3, at any time and from time Borrowers may prepay to timeAgent, without premium or penalty but subject to Section 2.14(c)for the ratable benefit of the applicable Lenders, prepay any Borrowing the outstanding principal amount of the Loans, in whole or in part; provided that each partial voluntary , at any time. (b) If Borrowers elect to make any prepayment of any Borrowing the Term Loan A pursuant to this Section 2.8, Borrower Funds Administrator shall be in an aggregate amount that is an integral multiple give irrevocable notice of $1,000,000 and such prepayment to Agent not less than $5,000,000. three (ii3) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date such prepayment is to be made, specifying (i) the date on which such prepayment is to be made, (ii) the amount of such prepayment, and (iii) the amount of the Prepayment Fee, if any, and accrued interest applicable to such prepayment. Such notice shall be accompanied by a certificate of a Responsible Officer of Borrower Funds Administrator on behalf of Borrower Funds Administrator stating that such payment is being made in the case compliance with this Section 2.8. Such notice of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) irrevocable and the aggregate principal amount of each Borrowing or portion thereof the Term Loan A so specified to be prepaid, together with accrued interest thereon and may be given by telephone or in writing (andthe applicable Prepayment Fee, if given by telephoneany, and any other amounts required to be paid in accordance with Section 2.7, if any, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided thatset forth in such notice. (c) Unless the terms of Section 9.2 otherwise apply, if Borrowers may prepay all or a notice of voluntary prepayment is given in connection with a conditional notice of termination portion of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Term Loan A in accordance with the terms of this Section 2.092.8 so long as (A) Excess Availability would be greater than or equal to $5,000,000 (without giving effect to any limitations resulting from the minimum Excess Availability covenant contained in paragraph 6 of Exhibit B-1) immediately after giving effect to such payment, (B) Borrowers provide projections to Agent, in form and substance reasonably satisfactory to Agent, demonstrating that Excess Availability shall be at least $5,000,000 (without giving effect to any limitations resulting from the minimum Excess Availability covenant contained in paragraph 6 of Exhibit B-1) at the end of each of the nine (9) consecutive months following such prepayment after giving pro forma effect to such prepayment, (C) no Default or Event of Default shall have occurred and is continuing as of the date of such prepayment or would result therefrom, and (D) Borrowers provide a certificate certified by a Responsible Officer of Parent certifying that the Fixed Charge Coverage Ratio, calculated (x) on a pro forma basis after giving effect to such prepayment as if such prepayment occurred on the first day of the four Fiscal Quarter period ended on or before the occurrence of such prepayment and (y) deducting all non-financed Capital Expenditures, is at least 1.25 to 1.00, together with supporting documentation in respect of such certification, in each case in form and substance reasonably satisfactory to Agent (“Term Loan Payment Conditions”). (d) All prepayments made pursuant to this Section 2.8 shall be designated as a prepayment pursuant to this Section 2.8 on the applicable wire. Promptly following receipt The amount of any such notice, the Administrative Agent shall advise the Lenders partial prepayment of the details principal balance of the Term Loan A shall not be less than $250,000 or, if in excess thereof, in integral multiples of $50,000 in excess thereof. The amount of any partial prepayment of the principal balance of any Revolving Loan shall not be less than $100,000 or, if in excess thereof, in integral multiples of $100,000 in excess thereof.

Voluntary Prepayments. (i) The Borrower may, in its sole and absolute discretion, prepay Revolving Credit Loans, Competitive Bid Loans or Swing Line Loans, in whole or in part, without premium or penalty, but subject to Section 3.5, at any time and from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing by notifying the Administrative Agent (which notice shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant form reasonably acceptable to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City timeAgent) (A) on the date of prepaymentat least two Domestic Business Days, in the case of a prepayment of Base Rate BorrowingsTerm SOFR Advances, or (B) at least three two Domestic Business Days prior to the date of prepaymentDays, in the case of a prepayment of Eurodollar Rate Borrowings. Each such notice shall specify Competitive Bid Loans, or one Domestic Business Day, in the case of a prepayment of Swing Line Loans or ABR Advances, prior to the proposed prepayment date specifying (which shall i) the Loans to be a Business Dayprepaid, (ii) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (andiii) the date of prepayment. Upon receipt of each such notice, if given by telephone, the Administrative Agent shall promptly be confirmed in writing)notify each Lender thereof. Each such notice given by the Borrower pursuant to this Section 2.7 shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments Commitments, the Swing Line Commitment and the Letter of Credit Commitment as contemplated by Section 2.092.6, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice2.6, and the Administrative Agent Borrower shall advise indemnify the Lenders in accordance with Section 3.5, if applicable. Each partial prepayment under this Section 2.7 shall be (A) in the case of Term SOFR Advances, in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof or the details thereofentire remaining amount of Term SOFR Advances, (B) in the case of ABR Advances, in a minimum amount of $1,000,000 or an integral multiple of $100,000 in excess thereof or the entire remaining amount of ABR Advances, (C) in the case of Swing Line Loans, in a minimum amount of $500,000 or an integral multiple of $100,000 in excess thereof or the entire remaining amount of Swing Line Loans, and (D) in the case of Competitive Bid Loans, in a minimum amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof or the entire remaining amount of Competitive Bid Loans.

Voluntary Prepayments. (i) The Borrower may, upon delivery of a Notice of Prepayment and/or Reduction / Termination of Commitments to the Lender, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), voluntarily prepay any Borrowing Delayed Draw Term Loans (in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant , without premium or penalty, subject to Section 2.11(a)(i3.05), provided, that: (A) such notice must be received by the Borrower shall notify the Administrative Agent Lender not later than 12:00 p.m. 11:00 a.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (BI) at least three (3) Business Days prior to the any date of prepayment, in the case of prepayment of Eurodollar Rate BorrowingsTerm Benchmark Loans or ABR Loans, and (II) at least five (5) Business Days prior to any date of prepayment of RFR Loans; (B) any prepayment of Term Benchmark Loans shall be in a principal amount of Two Million Dollars ($2,000,000), or in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of RFR Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of ABR Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars ($500,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid. Subject to payment of breakage costs (if any) in accordance with Section 3.05, and any such notice delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Lender on or prior to the specified effective date) if such condition is not satisfied. If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given subject to any condition specified in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, the Administrative Agent shall advise the Lenders of the details thereoftogether with any additional amounts required pursuant to Section 3.05.

Voluntary Prepayments. (ia) The Borrower may, at any time and from time Borrowers shall have the right to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing Term Loans in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 part from time to time on the following terms and not less than $5,000,000.conditions: (iii) To make as a voluntary prepayment pursuant to Section 2.11(a)(i)specifically negotiated requirement, additional consideration for providing the Term Loans, and an important economic provision upon which the Agents and the Lenders are relying, the Administrative Borrower shall notify deliver to the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on written notice of the date Borrowers’ intent to make such prepayment and the amount of such prepayment, in the case of prepayment of Base Rate Borrowings, or by 3:00 p.m. no less than three (B3) at least three Business Days prior to the date of such prepayment, in specifying the case of date on which such prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof is to be prepaid, and may be given by telephone or in writing made; (and, if given by telephone, shall promptly be confirmed in writing). Each such ii) a notice delivered pursuant to Section 4.01(a)(i) shall be irrevocable, shall include or be accompanied by a certification of an Authorized Officer of the Administrative Borrower that the prepayment is being made pursuant to and in compliance with all provisions of Section 4.01(a), and shall obligate the Borrowers to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and the principal amount applicable Prepayment Premium, if any, all of each Borrowing specified therein which shall become due and payable on the prepayment date specified thereinset forth in such notice; provided thatthat notwithstanding the foregoing any such voluntary prepayment occurring as a result of a Change of Control, a refinancing of the Obligations or another specified and material transaction may be conditional upon the closing of any such transaction; (iii) each partial prepayment of any Term Loans shall be in a multiple of $300,000 and in an aggregate principal amount of at least $300,000; (iv) each prepayment of Term Loans pursuant to this Section 4.01 on any day other than the last day of the applicable Interest Period shall be subject to compliance by the Borrowers with the applicable provisions of Section 2.07; and (v) on the date of prepayment of any Term Loan pursuant to this Section 4.01, the Borrowers shall pay to the Administrative Agent, for the benefit of the Lenders, the applicable Prepayment Premium, if a notice of voluntary any. (b) Each prepayment is given in connection with a conditional notice of termination pursuant to this Section 4.01 shall be applied to reduce the scheduled installments of the Commitments Term Loans as contemplated directed by the Administrative Borrower, and in the absence of such a direction, shall be applied to the scheduled installments of the Term Loans in the order of maturity. (c) Notwithstanding anything in Section 2.094.01(a) to the contrary, then such notice of prepayment may be revoked if such notice of termination is revoked the Lenders decline any mandatory payment in accordance with Section 2.09. Promptly following receipt of 4.05, any such notice, the Administrative Agent shall advise the Lenders voluntary prepayment of the details thereofapplicable Term Loans that occurs within three (3) Business Days of the date that the applicable Lenders decline such mandatory prepayment in an amount equal to such declined proceeds, shall: (i) be excluded from the notice and minimum amount requirements of Sections 4.01(a)(i) and 4.01(a)(iii), and (ii) be applied to reduce the Term Loans and the Prepayment Premium (if applicable) that would have been applicable to such amount if accepted as a mandatory prepayment under Section 4.02(a).

Voluntary Prepayments. (i) The Borrower may, at At any time and from time to time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.14(c2.13(a) and with Section 2.18(c), prepay any Borrowing in whole or in part; provided that (A) each such partial voluntary prepayment of any Borrowing BSBY Rate Loan shall be in an aggregate principal amount that is of $500,000 or an integral multiple of $1,000,000 100,000 in excess of such amount and not less than (B) each such partial voluntary prepayment of any Base Rate Borrowing (including any Swing Line Loan or Protective Advance) shall be in an aggregate principal amount of $5,000,000500,000 or an integral multiple of $100,000 in excess of such amount. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i2.13(a)(i), the Borrower shall notify the Administrative Agent (and, in the case of a voluntary prepayment of any Swing Line Loan, the Swing Line Lender) not later than 12:00 1:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar BSBY Rate BorrowingsLoan. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by any Borrowing pursuant to Section 2.09, then 2.13(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swing Line Loans or Protective Advances), the Administrative Agent shall advise the Lenders of the details thereof. Each voluntary prepayment of a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower may, at any time and from time upon written notice delivered to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent (i) not later than 12:00 p.m. 1:00 P.M. (New York City time) (A) on the date of prepaymentsame Business Day, in the case of a prepayment of Base Rate Borrowings, or ABR Revolving Loans and (Bii) at least three no later than 1:00 P.M. (New York City time) two (2) Business Days prior to before the date of prepaymentprepayment (or such shorter or no notice as may be satisfactory to the Administrative Agent), in the case of a prepayment of Eurodollar Rate Borrowings. Each such notice shall specify Loans, stating the prepayment date (which shall be a Business Day) and the aggregate principal amount of each Borrowing or portion thereof the prepayment and the Loans to be prepaid, and may prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be given by telephone or payable with respect to each such prepayment in writing (and, if given by telephone, shall promptly be confirmed the manner set forth in writing)Section 3.7. Each Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.094.5(b)(iii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.094.5(b)(iii). Promptly following receipt Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of Eurodollar Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of Eurodollar Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any such noticeTranche of Eurodollar Rate Loans may be made if, after giving effect thereto, Section 2.1(b) would be contravened. Partial prepayments with respect to ABR Revolving Loans shall be made in an aggregate principal amount equal to the Administrative Agent shall advise lesser of (i) $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) the Lenders aggregate principal amount of ABR Revolving Loans then outstanding, as the details thereofcase may be.

Voluntary Prepayments. (ia) The Borrower may, shall have the right at any time and from time to time, without premium or penalty but subject time to Section 2.14(c), prepay any Borrowing of any Class in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided provided, however, that each partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000 or, if less, the amount outstanding. (iib) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the The Borrower shall notify the Administrative Agent not later than 12:00 p.m. by telephone (New York City timeconfirmed by telecopy) of any prepayment hereunder (Ai) on the date of prepayment, in the case of prepayment of Base Rate Borrowingsa Eurodollar Borrowing, or (B) at least not later than 12:00 noon, New York City time, three Business Days prior to before the date of prepayment, and (ii) in the case of prepayment of Eurodollar Rate Borrowingsan ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt or equity issuances, and in which case such notice may be given revoked by telephone the Borrower (by notice to the Administrative Agent on or in writing (and, prior to the specified effective date) if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified thereincondition is not satisfied; provided further that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08(c). Promptly following receipt of any such noticenotice relating to a Borrowing of any Class, the Administrative Agent shall advise the Lenders of such Class of the details contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments under this Section 2.11 shall be accompanied by accrued interest to the extent required by Section 2.14 and shall be subject to Section 2.17, but otherwise without premium or penalty.

Voluntary Prepayments. (ia) The Borrower may, shall have the right at any time and from time to time, without premium or penalty but subject time to Section 2.14(c), prepay any Borrowing of any Class in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided provided, however, that each partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount that is an integral multiple of $1,000,000 500,000 and not less than $5,000,0001,000,000 or, if less, the amount outstanding. (iib) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the The Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepaymentand, in the case of prepayment of Base Rate Borrowingsa Swingline Loan, or the Swingline Lenders) by telephone (Bconfirmed by telecopy) at least three Business Days prior to the date of prepayment, any prepayment hereunder (i) in the case of prepayment of a Eurodollar Rate BorrowingsBorrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt or equity issuances, and in which case such notice may be given revoked by telephone the Borrower (by notice to the Administrative Agent on or in writing (and, prior to the specified effective date) if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified thereincondition is not satisfied; provided further that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.092.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.08(c). Promptly following receipt of any such noticenotice relating to a Borrowing of any Class, the Administrative Agent shall advise the Lenders of such Class of the details contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Voluntary prepayments of outstanding Term Loans under this Section 2.11 shall be applied to future scheduled amortization payments pursuant to Section 2.10(a) as directed by the Borrower. Prepayments under this Section 2.11 shall be accompanied by accrued interest to the extent required by Section 2.14 and shall be subject to Section 2.17, but otherwise without premium or penalty.

Voluntary Prepayments. (i) The Borrower may, may at any time and from time to timetime prepay the Loans, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part, without premium or penalty, upon irrevocable (subject to Section 2.11(a)(ii)) notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that each partial voluntary prepayment if a Eurodollar Loan is prepaid on any day other than the last day of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i)the Interest Period applicable thereto, the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) also pay any amounts owing pursuant to Section 2.16 on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following Upon receipt of any such notice, the Administrative Agent shall advise promptly notify each relevant Lender thereof. If any such notice is given, the Lenders amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Loans that are ABR Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of the details thereofBorrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (or, in the event of a prepayment in full of the Construction Loans, the Vista Expansion Loans, the Term Loans, the Revolving Loans, the Revolving L/C Loans and the DSR L/C Loans, an amount equal to the outstanding principal amount of such Loans being prepaid). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.11(a)(i) if such prepayment would have resulted from, or been made in connection with, a sale of all or substantially all of the Borrower’s assets or the direct or indirect Equity Interests of the Borrower or a refinancing of all or a part of the Construction Facility, the Vista Expansion Facility, the Term Facility, the Revolving Facility or the DSR Facility, which sale or refinancing shall not be consummated or shall otherwise be delayed. (iii) Notwithstanding anything to the contrary contained in this Agreement and on and following the Amendment Closing Date, no voluntary prepayment of any Construction Loans or Vista Expansion Loans pursuant to this Section 2.11 shall be made unless a voluntary prepayment of “Construction Loans” under and as defined in the LeConte Credit Agreement is made concurrently on a pro rata basis. Notwithstanding anything to the contrary contained in this Agreement and on and following the Amendment Closing Date, no voluntary prepayment of any Term Loans pursuant to this Section 2.11 shall be made unless a voluntary prepayment of “Term Loans” under and as defined in the LeConte Credit Agreement is made concurrently on a pro rata basis. In connection with any of the foregoing, if a Eurodollar Loan or a “Eurodollar Loan” under and as defined in the LeConte Credit Agreement is prepaid on any day other than the last day of the Interest Period applicable thereto, a prepayment of any amounts owing pursuant to Section 2.16 and Section 2.16 of the LeConte Credit Agreement shall be made on the date of such prepayment.

Voluntary Prepayments. (i) The Borrower may, at any time and from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing tranche of the Loans, in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. part (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepaymentsubject, in the case of prepayment the Payment in Full of Base Rate Borrowingsall the Loans, or (B) to the additional requirements of Section 4.7), upon at least three one (1) Business Days prior Days’ irrevocable notice by Borrower to Agent by 1:00 p.m. (New York time), specifying the date and amount of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of voluntary optional prepayment may state that such notice is given in connection with a conditional notice conditioned upon the effectiveness of termination other credit facilities or the receipt of the Commitments as contemplated by Section 2.09proceeds from the incurrence of other Indebtedness or any other event, then in which case such notice of prepayment may be revoked by the Borrower (by written notice to the Agent on or prior to the specified date) if such condition is not satisfied. If such notice is given, Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein accompanied by the amount of termination is revoked accrued and unpaid interest thereon. Each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Share in respect of the tranche of Loans being prepaid. (ii) If the Borrower determines that the Loan is an “applicable high yield discount obligation” within the meaning of Section 2.09. Promptly following receipt 163(i)(1) of the Code, then, notwithstanding anything in this Agreement to the contrary, if at the end of any such notice“accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the issue date of the Loans, the Administrative Agent shall advise the Lenders aggregate amount of accrued and unpaid interest and “original issue discount” (as defined in Section 1273(a)(1) of the details thereofCode) would, but for this Section 2.5(c), exceed an amount equal to the Loan’s “issue price” (as defined in Section 1273(b) and 1274(a) of the Code) multiplied by the Loan’s “yield to maturity” (as defined in Treasury Regulations Section 1.1272-1(b)(1)(i)) (such product, the “Maximum Accrual”), the Borrower shall redeem at each such applicable date (an “AHYDO Catch-Up Payment Date”), without premium or penalty, the amount of principal plus accrued and unpaid interest, if any, on the amount of principal to be redeemed, to, but excluding, the applicable AHYDO Catch-Up Payment Date, equal to all accrued and unpaid interest and original issue discount on the Loans as of the end of such accrual period in excess of an amount equal to the Maximum Accrual (the “AHYDO Catch-Up Payment”), and such AHYDO Catch-Up Payment shall be treated for purposes of Section 163(i) of the Code as interest paid under the Loan. For the avoidance of doubt, there shall be no prepayments under this paragraph on or prior to the fifth anniversary of the date of this Agreement.

Voluntary Prepayments. (i) The Borrower may, upon notice not later than 10:00 a.m. (London time) at any time least one Business Day prior to the date of such prepayment to the Administrative Agent, stating the proposed date and from time to timeaggregate principal amount of the prepayment and, without premium or penalty but subject to Section 2.14(c)if such notice is given, the Borrower shall, prepay any Borrowing the outstanding principal amount of the Advances in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided provided, however, that (i) each partial voluntary prepayment of any Borrowing Advances shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. the Borrowing Minimum or a Borrowing Multiple in excess thereof and (ii) To make a voluntary prepayment the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 2.11(a)(i)2.18; provided, further, that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of a specific transaction, in which case such notice may be revoked by the Borrower if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Ratable Share of such prepayment. Each such prepayment shall notify be applied to the Advances of the Lenders in accordance with their respective Ratable Share (provided, that such prepayment of Advances of Lenders which are Affiliates of each other may be allocated between such affiliated Lenders as they may otherwise determine; provided, further, that such Lenders shall provide the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a with prompt notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofallocation).

Voluntary Prepayments. (i) The Borrower may, at At any time and from time to time, the Borrower may, without premium or penalty (except as applicable under Section 2.10(b)) but subject to compliance with the conditions set forth in this Section 2.14(c2.10(a) and with Section 2.15(c), prepay any Borrowing in whole or in part; provided that each such partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount that is of $5,000,000 or an integral multiple of $1,000,000 and not less than $5,000,000in excess of such amount. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i2.10(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on at least one Business Day prior to the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by any Borrowing pursuant to Section 2.09, then 2.10(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each voluntary prepayment of a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower may, at any time and from time upon written notice delivered to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) (i) not later than 12:00 p.m. 11:00 A.M. (New York City time) on the same Business Day, in the case of a prepayment of ABR Revolving Loans, (Aii) no later than 11:00 A.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as may be satisfactory to the Administrative Agent), in the case of a prepayment of Eurodollar Rate Loans, and (iii) not later than 12:00 Noon (New York City time) on the date of prepayment, in the case of a prepayment of Base Rate Borrowingsa Swingline Loan, stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or (B) at least three Business Days prior ratably in part, together with accrued interest to the date of prepayment, in the case of such prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and on the principal amount of prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each Borrowing or portion thereof to be prepaid, and may be given by telephone or such prepayment in writing (and, if given by telephone, shall promptly be confirmed the manner set forth in writing)Section 3.7. Each Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.094.5(b)(iii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.094.5(b)(iii). Promptly following receipt Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of Eurodollar Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the aggregate principal amount of such Tranche of Eurodollar Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any such noticeTranche of Eurodollar Rate Loans may be made if, after giving effect thereto, Section 2.1(b) would be contravened. Partial prepayments with respect to ABR Revolving Loans (other than Swingline Loans) shall be made in an aggregate principal amount equal to the Administrative Agent shall advise lesser of (i) $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) the Lenders aggregate principal amount of ABR Revolving Loans then outstanding, as the details thereofcase may be.

Voluntary Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time, time voluntarily prepay the Loans (including PIK Principal) in whole or in part without premium or penalty but subject other than, to the extent set forth in Section 2.14(c2.04(d), prepay any Borrowing in whole or in partapplicable Prepayment Premium; provided that each partial voluntary prepayment of any Borrowing shall such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the 11:00 a.m. one Business Day prior to any date of prepayment, prepayment (which notice may be extended or revoked in the case discretion of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate BorrowingsBorrower). Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof such prepayment of Loans to be prepaid, and may be the applicable Prepayment Premium (if any). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such prepayment. If such notice is given by telephone the Borrower (and not extended or revoked), the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment of Loans shall be accompanied by all accrued but unpaid interest on the amount prepaid, if together with any applicable Prepayment Premium pursuant to Section 2.04(d) and, in the case of a notice of voluntary prepayment is given repayment in connection with a conditional notice of termination full of the Commitments as contemplated by Section 2.09outstanding principal amount of the Loans (including any PIK Principal), then such notice of prepayment may be revoked if such notice of termination is revoked the Exit Fee in accordance with Section 2.092.08(b). Promptly following receipt Subject to Section 3.05, each such prepayment shall be applied to the Loans of any such notice, the Administrative Agent shall advise each Class held by the Lenders in accordance with their respective Applicable Percentages for Loans of the details thereofsuch Class.

Voluntary Prepayments. (i) The Borrower may, at At any time and from time to time, the Borrower may, without premium or penalty (except as applicable under Section 2.10(c) or 2.22(a)) but subject to compliance with the conditions set forth in this Section 2.14(c2.10(a) and with Section 2.15(c), prepay any Borrowing in whole or in part; provided that each such partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount that is of $5,000,000 or an integral multiple of $1,000,000 and not less than $5,000,000in excess of such amount. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i2.10(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. noon (New York City time) (A) on at least one Business Day prior to the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then that any such notice of prepayment may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each voluntary prepayment of a Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower may, at any time and from time to time, Loans may be repaid in whole or in part without premium or penalty but subject to Section 2.14(c)(except, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment the case of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less Loans other than $5,000,000. (ii) To make a voluntary prepayment Base Rate Loans, amounts payable pursuant to Section 2.11(a)(i3.05); provided, the Borrower shall notify that (i) notice thereof must be received by 11:00 a.m. by the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the three Business Days prior to any date of prepaymentprepayment of Eurodollar Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Base Rate BorrowingsLoans denominated in Special Notice Currencies) prior to any date of prepayment of Eurodollar Loans denominated in Alternative Currencies, or and (BC) at least three on the Business Days Day prior to the date of prepaymentprepayment of Base Rate Loans, in the case of and (ii) any such prepayment of Eurodollar Loans denominated in Dollars shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof, (iii) any prepayment of Eurodollar Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (iv) any prepayment of Base Rate BorrowingsLoans shall be in a minimum principal amount of $1,000,000 and integral multiples of $500,000 in excess thereof, or, in each case, the entire principal amount thereof, if less. Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date, currency and amount of prepayment date (which shall be a Business Day) and the principal amount Loans and Types of each Borrowing or portion thereof Loans which are to be prepaid, . The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and may the Lender’s interest therein. Prepayments of Eurodollar Loans hereunder shall be given accompanied by telephone or in writing (andaccrued interest thereon and breakage amounts, if given by telephoneany, shall promptly be confirmed in writing)under Section 3.05. Each Subject to Section 2.15, each such notice prepayment shall be irrevocable, and applied to the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination Revolving Loans of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Revolving Lenders in accordance with Section 2.09. Promptly following receipt of any such notice, their respective Revolving Commitment Percentages and to the Administrative Agent shall advise the Lenders Term Loans of the details thereofTerm Loan Lenders in accordance with their respective Term Loan Commitment Percentages, as applicable.

Voluntary Prepayments. (i) The Borrower may, shall have the right at any time and from time to time, without premium or penalty but subject time to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment , subject to prior notice in accordance with the provisions of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000Section 2.09(a)(ii). (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the The Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepaymentand, in the case of prepayment of Base Rate BorrowingsSwingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (Bi) at least three Business Days prior to the date of prepayment, in the case of prepayment of a Eurodollar Rate BorrowingsBorrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.092.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.07. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the details contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.

Voluntary Prepayments. (i) The Borrower may, at any time and from time to timeits option, prepay the Revolving Credit Loans without premium or penalty (but subject to Section 2.14(c3.5), prepay in full at any Borrowing in whole time or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant part from time to Section 2.11(a)(i), the Borrower shall notify time by delivering to the Administrative Agent not later than 12:00 p.m. (New York City time) (A) an irrevocable written notice thereof on the date of prepaymentproposed prepayment date, in the case of prepayment Revolving Credit Loans consisting of Base Rate BorrowingsABR Advances, or (B) and at least (i) three Business Days prior to the date of prepaymentproposed prepayment date, in the case of Revolving Credit Loans denominated in Dollars and (ii) four Business Days prior to the proposed prepayment date, in the case of Revolving Credit Loans denominated in Alternative Currencies, consisting of Eurodollar Rate Borrowings. Each such notice shall specify Advances, specifying whether the prepayment date (which shall Revolving Credit Loans to be prepaid consist of ABR Advances, Eurodollar Advances, or a Business Day) combination thereof, the amount to be prepaid and the principal date of prepayment, whereupon the amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09specified. Promptly following Upon receipt of any such notice, the Administrative Agent shall advise the Lenders promptly notify each Lender thereof. Each partial prepayment of the details Revolving Credit Loans pursuant to this subsection (a) shall be in an aggregate principal amount of $10,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof, or, if less, the outstanding principal balance of the Revolving Credit Loans. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal balance of such Eurodollar Advances shall exceed $5,000,000. Neither Swing Line Loans nor Competitive Bid Loans may be prepaid.

Voluntary Prepayments. (i) The Borrower may, at any time and from time upon written notice delivered to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. 11:00 A.M. (New York City time) one (A1) on the date of prepayment, Business Day (or in the case of prepayment of Base LIBOR Rate BorrowingsLoans, or three (B3) at least three Business Days Days) prior to the date of prepayment, in prepayment stating the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the aggregate principal amount of each Borrowing or portion thereof the prepayment and the Loans to be prepaid, and may prepay the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be given by telephone or payable with respect to each such prepayment in writing (and, if given by telephone, shall promptly be confirmed the manner set forth in writing)Section 3.7. Each Any such notice provided pursuant to this Section 4.6 shall be irrevocable, and the principal payment amount of each Borrowing specified therein in such notice shall become be due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given described in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, together with accrued and unpaid interest on the Administrative Agent amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of LIBOR Rate Loans shall advise be in an aggregate principal amount equal to the Lenders lesser of (a) $10,000,000 or an integral multiple of $1,000,000 in excess thereof and (b) the details thereofaggregate principal amount of such Tranche of LIBOR Rate Loans then outstanding, as the case may be; provided that no partial prepayment of any Tranche of LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be.

Voluntary Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. (New York City p.m., central time) , (A) three Business Days prior to any date of prepayment of LIBO Rate Loans, and (B) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Loans; (Bii) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurodollar LIBO Rate BorrowingsLoans 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. Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of such Lender’s Percentage Share of such prepayment. If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; . Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Percentage Shares, provided that, if a notice of voluntary prepayment is given that at the Borrower’s election in connection with any prepayment pursuant to this Section 2.4(a), such prepayment shall not be applied to any Loans of a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofDefaulting Lender.

Voluntary Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. (New York City time) 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Loans; (Bii) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurodollar Rate BorrowingsLoans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans 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 prepayment date (which shall be a Business Day) and amount of such prepayment, the Type(s) of Loans to be prepaid and shall be substantially in the form of Exhibit H. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion (based on such 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 Loan shall be accompanied by all accrued interest to the date of prepayment on the amount prepaid, and, in the case of Eurodollar Rate Loans, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.04(a) shall be applied to the principal repayment installments thereof in the order of maturity as instructed by the Borrower, or in the absence of any such instruction, in the direct order of maturity, and each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing)$100,000. Each such notice shall specify the date (which shall be irrevocablea Business Day) and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the principal payment amount of each Borrowing specified therein in such notice shall become be due and payable on the prepayment date specified therein; . If an AutoBorrow Agreement is in effect, each prepayment of a Swing Line Borrowing shall be made as provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofAutoBorrow Agreement.

Voluntary Prepayments. (ia) The Borrower may, at any time and from time shall have the right to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing Loans in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 part from time to time on the following terms and not less than $5,000,000.conditions: (iii) To make as a voluntary prepayment pursuant to Section 2.11(a)(i)specifically negotiated requirement, additional consideration for providing the Loans, and an important economic provision upon which the Agents and the Lenders are relying, the Borrower shall notify deliver to the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on written notice of the date Borrower’s intent to make such prepayment and the amount of such prepayment, in the case of prepayment of Base Rate Borrowings, or by 3:00 p.m. no less than five (B5) at least three Business Days prior to the date of such prepayment, in specifying the case of date on which such prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof is to be prepaid, and may be given by telephone or in writing made; (and, if given by telephone, shall promptly be confirmed in writing). Each such ii) a notice delivered pursuant to Section 4.01(a)(i) shall be irrevocable, shall obligate the Borrower to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and the principal amount applicable Prepayment Premium, if any, all of each Borrowing specified therein which shall become due and payable on the prepayment date specified thereinset forth in such notice; provided thatthat notwithstanding the foregoing any such voluntary prepayment occurring as a result of a Change of Control, a refinancing of the Obligations or another material transaction specified in the relevant notice may be conditional upon the closing of any such transaction; (iii) each partial prepayment of any Loans shall be in a multiple of $50,000 and in an aggregate principal amount of at least $250,000; (iv) each prepayment of Loans pursuant to this Section 4.01 on any day other than the last day of the applicable Interest Period shall be subject to compliance by the Borrower with the applicable provisions of Section 2.07; and (v) on the date of prepayment of any Loan pursuant to this Section 4.01, the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, the applicable Prepayment Premium, if a notice any. (b) Each prepayment pursuant to this Section 4.01 shall be applied pro rata to the Loans (and pro rata among and within each Class of voluntary prepayment is given Loans) based on the outstanding principal amounts thereof. (c) Notwithstanding anything in connection with a conditional notice Section 4.01(a) to the contrary, if any Lenders decline all or any portion of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked any mandatory payment in accordance with Section 2.09. Promptly following receipt of 4.05, any such notice, the Administrative Agent shall advise the Lenders voluntary prepayment of the details thereofapplicable Loans that occurs within three (3) Business Days of the date that the applicable Lenders decline such mandatory prepayment in an amount equal to such declined proceeds, shall: (i) be excluded from the notice and minimum amount requirements of Sections 4.01(a)(i) and 4.01(a)(iii), and (ii) be applied to reduce the Loans and the Prepayment Premium that would have been applicable to such amount if accepted as a mandatory prepayment under Section 4.02(a).

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.03(d) The and any other fees or amounts payable hereunder at such time, the Borrower may, at any time and upon notice from time the Borrower to timethe Administrative Agent, without premium or penalty but subject to Section 2.14(c)voluntarily prepay the Loans, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall provided, that, (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent received not later than 12:00 p.m. 11:00 a.m. three (New York City time3) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the case aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of Eurodollar Rate Borrowings$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment date (which shall be a Business Day) and the principal payment amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided provided, that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then any such notice of prepayment may indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement, capital raising or a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the event such refinancing or other transaction is not consummated, and if so revoked, such notice prepayment shall not be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of termination is revoked the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied ratably to the Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility, the Term B-4 Facility and the Term C Facility. Each such prepayment shall be applied to the Loans of the Lenders in accordance with Section 2.09. Promptly following receipt their respective Applicable Percentages in respect of any such notice, the Administrative Agent shall advise the Lenders each of the details thereofrelevant Facilities.

Voluntary Prepayments. (i) The At any time, the Borrower may, at any time and from time to time, without premium or penalty (other than the Exit Fee) but subject to compliance with the conditions set forth in this Section 2.14(c)2.12(a) and with Section 2.24, prepay any Term Borrowing in whole or in part; provided that each such partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount that is of $1,000,000 or an integral multiple of $1,000,000 and not less than $5,000,000500,000 in excess of such amount (or such lesser amount that constitutes the full amount of the Term Loans outstanding). (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i2.12(a)(i), the Borrower shall notify the Administrative Agent in writing not later than 12:00 p.m. 11:00 a.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and ), the principal amount of each Borrowing or portion thereof to be prepaidprepaid and the applicable Exit Fee, and may shall be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by any Borrowing pursuant to Section 2.09, then 2.12(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof. Each voluntary prepayment of a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower may, upon notice to Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Committed Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the received by Administrative Agent not later than 12:00 p.m. (New York City time) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Committed Loans; (Bii) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurodollar Rate BorrowingsLoans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by telephone or Borrower, Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, if a notice of voluntary together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment is given in connection with a conditional notice of termination shall be applied to the Committed Loans of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereoftheir respective Applicable Percentages.

Voluntary Prepayments. (iSubject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The Borrower and any other fees or amounts payable hereunder at such time, the Issuer may, at any time and upon written notice from time the Issuer to timethe Administrative Agent, without premium or penalty but subject to Section 2.14(c)voluntarily prepay the Notes, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall provided, that, (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent received not later than 12:00 p.m. 11:00 a.m. three (New York City time3) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepaymentprepayment and (ii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in if less, the case of prepayment of Eurodollar Rate Borrowingsentire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Issuer, the Issuer shall make such prepayment date (which shall be a Business Day) and the principal payment amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary . Any prepayment is given in connection with a conditional notice of termination pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Commitments as contemplated by Notes prepaid, (y) the repayment premium required under Section 2.092.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, then costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such notice prepayment shall be applied (x) with respect to any such prepayment on or prior to March 31, 2024, first, to outstanding Third Tranche Notes (if any), second, to the outstanding Second Tranche Notes, and third, to outstanding First Tranche Notes and (y) with respect to any such prepayment after March 31, 2024, first, to outstanding Third Tranche Notes (if any), second, to the outstanding Second Tranche Notes, and third, to outstanding First Tranche Notes and to the principal repayment installments of each thereof on a pro rata basis. Each such prepayment may shall be revoked if such notice applied to the Notes of termination is revoked the Purchasers in accordance with Section 2.09. Promptly following receipt their respective Applicable Percentages in respect of any such notice, the Administrative Agent shall advise the Lenders each of the details thereofrelevant Tranches.

Voluntary Prepayments. (i) The Borrower Borrowers may, upon written notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium, fees or penalty on any Business Day; provided that each partial voluntary prepayment of any Borrowing shall that: (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. (New York City time) 11:00 a.m. (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or two (B2) at least three Business Days prior to the any date of prepayment, in the case of prepayment of Eurodollar Term SOFR Loans, (B) one (1) Business Day prior to any date of prepayment of Reference Rate BorrowingsLoans or Daily Simple SOFR Loans, (C) five (5) Business Days prior to any date of prepayment of Daily Simple ▇▇▇▇▇ Loans and (D) four (4) Business Days prior to any date of prepayment of Eurocurrency Term Rate Loans or Term ▇▇▇▇▇ Loans; and (ii) any prepayment of Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or such other amounts as reasonably agreed to by the Administrative Agent) or, if less, the entire principal amount thereof then outstanding. Any Loans in an Alternative Currency shall satisfy the above minimum thresholds for any such Loans on a Dollar Equivalent basis. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of such prepayment. The Administrative Agent will promptly notify each Borrowing or portion thereof to be prepaidLender of its receipt of each such notice, and may be of the amount of such ▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such written notice is given by telephone or any Borrower, such Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, if a notice of voluntary together with any additional amounts required pursuant to Section 4. Each such prepayment is given in connection with a conditional notice of termination of shall be applied to the Commitments as contemplated Obligations held by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked each Lender in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofits respective Pro Rata Share.

Voluntary Prepayments. (ia) The Borrower may, prior to 11:00 a.m., upon at least three Business Days’ written notice by the Borrower to the Administrative Agent in the case of Eurodollar Loans, and prior to 9:00 a.m., upon two Business Days’ written notice on any time and from time to time, without premium or penalty but subject to Section 2.14(c)Business Day in the case of Base Rate Loans, prepay any Borrowing Revolving Loans and/or Term B Loans, as the Borrower may elect, in whole or in part; provided that each partial voluntary prepayment , in amounts of any Borrowing shall be in an aggregate amount that is $1,000,000 or an integral multiple of $1,000,000 and not less than $5,000,000500,000 in excess thereof. (iib) To make a voluntary Any notice of prepayment delivered pursuant to this Section 2.11(a)(i)2.05 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans and the Type of Loans to be prepaid. The Administrative Agent will promptly notify each affected Lender thereof and of such Lender’s pro rata portion of such prepayment. If such notice is given by the Borrower and not withdrawn, the Borrower shall notify make such prepayment, and the Administrative Agent not later than 12:00 p.m. (New York City time) (A) payment amount specified in such notice shall be due and payable, on the date of prepaymentspecified therein together with accrued interest to each such date on the amount prepaid and the amounts, if any, required pursuant to Section 3.05; provided that interest to be paid in the case of connection with any such prepayment of Base Rate Borrowings, or Loans (Bother than a prepayment in full) at least three Business Days prior shall instead be paid on the next occurring Interest Payment Date. (c) Any prepayment of Term B Loans pursuant to this Section 2.05 shall be applied to the date remaining scheduled installments of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof Term B Loans to be prepaid, and may be given by telephone or in writing made pursuant to Section 2.07(a) pro rata (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable based on the prepayment date specified therein; provided that, if a notice then remaining amounts of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofremaining installments).

Voluntary Prepayments. Reductions in Revolving Loan Commitments. --------------------------------------------------------------- Borrower may at any time on at least 5 days' prior written notice to Agent (i) The Borrower mayvoluntarily prepay all or part of the Term Loan and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment, at any time and from time to timein each case, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in partincrements of $5,000,000; provided that each partial voluntary prepayment of any Borrowing (A) the Revolving Loan Commitment shall not be in -------- reduced to an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i)190,000,000, the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or and (B) after giving effect to such reductions, Borrower shall comply with Section 1.3(b)(i). Borrower may at any ----------------- time on at least three Business Days ten 10 days' prior written notice to Agent terminate the date of prepaymentRevolving Loan Commitment, in the case of prepayment of Eurodollar Rate Borrowings. Each provided that upon such notice shall specify the prepayment date (which termination all Loans and -------- other Obligations shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become immediately due and payable on the prepayment date specified therein; provided that, if a notice in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with Annex B hereto. Any voluntary prepayment is given in connection with a conditional notice of and any reduction or ------- termination of the Commitments as contemplated Revolving Loan Commitment must be accompanied by Section 2.09, then such notice the payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.091.13(b). Promptly following receipt of Upon any --------------- such notice, the Administrative Agent shall advise the Lenders reduction or termination of the details thereofRevolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall not -------- require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of the Term -------- Loan shall be applied to prepay the scheduled installments of the Term Loan in inverse order of maturity.

Voluntary Prepayments. (i) The On any Payment Date, Borrower may, at any time and from time to time, without premium or penalty but subject to Section 2.14(c)its option, prepay any Borrowing the Loan in whole or in part; provided that , upon satisfaction of the following conditions: (a) Borrower shall provide prior written notice to Lender (which notice shall be irrevocable) specifying the date (the “Prepayment Date”) upon which the prepayment is to be made, which notice shall be delivered to Lender not less than twenty (20) Business Days prior to such payment; (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) if such prepayment is not made on a Payment Date, all accrued and unpaid interest on the amount of principal being prepaid through and including the Prepayment Date, together with all interest on the principal amount being prepaid which would have accrued from the Prepayment Date through and including the immediately succeeding Payment Date, in each partial voluntary case calculated at the Applicable Interest Rate for the Interest Period in which the prepayment occurs (the “Interest Shortfall”), (iii) Breakage Costs, if any, without duplication of any Borrowing sums paid pursuant to the preceding clauses (i) and (ii), (iv) if such prepayment occurs prior to the expiration of the Lockout Period, an amount equal to the Spread Maintenance Premium, and (v) all other sums then due under this Agreement, the Note or the other Loan Documents; (c) each prepayment shall be in an aggregate principal amount that is an of $1,000,000.00 or any integral multiple of $1,000,000 and not less than $5,000,000.100,000.00 in excess thereof; and (iid) To make Mezzanine Borrower shall have simultaneously with such prepayment made a voluntary pro rata prepayment of the Mezzanine Loan. If a notice of prepayment is given by Borrower to Lender pursuant to this Section 2.11(a)(i)2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. Notwithstanding the foregoing, Borrower shall notify be permitted the Administrative Agent not right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that (i) a written notice of such rescission and revocation or postponement is received by Lender no later than 12:00 p.m. three (New York City time3) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case prepayment indicated by Borrower and (ii) Borrower pays Lender’s reasonable out-of-pocket costs and expenses incurred as a result of prepayment Lender’s receipt of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such noticeand its rescission, the Administrative Agent shall advise the Lenders of the details thereofrevocation or postponement.

Voluntary Prepayments. (i) The Borrower may, at At any time and from time to time, the Borrowers may, without premium or penalty (other than as set forth in Section 2.12(c)) but subject to compliance with the conditions set forth in this Section 2.14(c2.12(a) and Section 2.17(c), prepay any Borrowing on any Business Day in whole or in part; provided that each such partial voluntary prepayment of any Borrowing shall be in an aggregate minimum principal amount of US$5,000,000 and integral multiples of US$1,000,000 in excess of such amount, or such lesser amount that is an integral multiple equal to the remaining principal amount outstanding of $1,000,000 and not less than $5,000,000the applicable Borrowing. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i2.12(a)(i), the Borrower Company, on behalf of the applicable Borrower, shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on at least one Business Day prior to the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Borrowings pursuant to Section 2.09, then 2.12(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each voluntary prepayment of a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower may, at any time and from time to time, without premium or penalty but subject to Section 2.14(c)its option, prepay any Borrowing the Loan in whole or in part; provided that , upon satisfaction of the following conditions: (a) Borrower shall provide prior written notice to Lender (which notice shall be irrevocable) specifying the date (the “Prepayment Date”) upon which the prepayment is to be made, which notice shall be delivered to Lender not less than twenty (20) Business Days prior to such payment; (b) Borrower shall pay to Lender, simultaneously with such prepayment, (i) all accrued and unpaid interest calculated at the Applicable Interest Rate on the amount of principal being prepaid through and including the Prepayment Date, (ii) if such prepayment is not made on a Payment Date, all accrued and unpaid interest on the amount of principal being prepaid through and including the Prepayment Date, together with, if a Securitization has occurred, all interest on the principal amount being prepaid which would have accrued from the Prepayment Date through and including the immediately succeeding Payment Date, in each partial voluntary case calculated at the Applicable Interest Rate for the Interest Period in which the prepayment occurs (the “Interest Shortfall”), (iii) Breakage Costs, if any, without duplication of any Borrowing sums paid pursuant to the preceding clauses (i) and (ii), (iv) [intentionally deleted], and (v) all other sums then due under this Agreement, the Note or the other Loan Documents; and (c) each prepayment shall be in an aggregate principal amount that is an of $1,000,000.00 or any integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make 100,000.00 in excess thereof. If a voluntary notice of prepayment is given by Borrower to Lender pursuant to this Section 2.11(a)(i)2.3.1, the amount designated for prepayment and all other sums required under this Section 2.3.1 shall be due and payable on the Prepayment Date. Notwithstanding the foregoing, Borrower shall notify be permitted the Administrative Agent not right to rescind and revoke or postpone its notice of prepayment given in accordance with this Section 2.3.1, provided that (i) a written notice of such rescission and revocation or postponement is received by Lender no later than 12:00 p.m. three (New York City time3) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case prepayment indicated by Borrower and (ii) Borrower pays Lender’s reasonable out-of-pocket costs and expenses incurred as a result of prepayment Lender’s receipt of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such noticeand its rescission, the Administrative Agent shall advise the Lenders of the details thereofrevocation or postponement.

Voluntary Prepayments. (i) The Borrower may, shall have the right at any time and from time to time, without premium or penalty but subject time to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment , subject to prior notice in accordance with the provisions of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000Section 2.09(a)(ii). (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the The Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepaymentand, in the case of prepayment of Base Rate BorrowingsSwingline Loans, or the Swingline Lender) by electronic mail of any prepayment under this Section 2.09(a), (BA) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowingsa Term Benchmark Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment, (B) in the case of prepayment of an RFR Borrowing, not later than 1:00 p.m., New York City time, five (5) U.S. Government Securities Business Days before the date of prepayment, (C) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (D) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of voluntary prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.09, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or other transactions specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the details contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.

Voluntary Prepayments. (ia) The Borrower may, at At any time and from time to time, without premium or penalty but subject to Section 2.14(c)each Borrower may prepay its Loans, prepay any Borrowing in whole or in part, together with accrued interest to the date of prepayment, without premium or penalty (except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three (3) Business Days prior to each intended prepayment of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans; provided that (i) each partial voluntary prepayment of any Borrowing shall be in a principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount that is of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and not less than $5,000,000. (iiiii) To make unless made together with all amounts required under Section 2.17 to be paid as a voluntary consequence of such prepayment, a prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) of a LIBOR Loan may be made only on the date last day of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate BorrowingsInterest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment date (which shall be a Business Day) and the aggregate principal amount and Type of each Borrowing or portion thereof the Loans to be prepaid, and may be given by telephone or in writing prepaid (and, if given by telephonein the case of LIBOR Loans, shall promptly be confirmed in writingthe Interest Period of the Borrowing pursuant to which made). Each such notice , and shall be irrevocable, irrevocable and the principal amount of each Borrowing specified therein shall become due and payable bind such Borrower to make such prepayment on the prepayment date terms specified therein; provided that. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, if subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of voluntary prepayment is given in connection with a conditional under this Section, the Administrative Agent will give prompt notice of termination of thereof to the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked Tranche 1 Lenders; provided that if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such noticehas also been furnished to the Tranche 1 Lenders, the Administrative Agent shall advise have no obligation to notify the Tranche 1 Lenders with respect thereto. (b) Each prepayment of the details thereofLoans made pursuant to this Section 2.7 shall be applied among the Tranche 1 Lenders in accordance with their respective Tranche 1 Ratable Share.

Voluntary Prepayments. (i) The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing the Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. 10:00 a.m. (New York City timei) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the requested date of prepayment, in the case of prepayment of Eurodollar Eurocurrency Rate BorrowingsLoans and (ii) on the requested date of prepayment of Base Rate Loans. Any prepayment shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, if a notice of voluntary together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment is given in connection with a conditional notice of termination shall be applied to the Loans of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.09their respective Applicable Percentages. Promptly following receipt Any prepayment shall be applied ratably to the remaining principal amortization payments of any such noticethe Term Loan, including, without limitation, the Administrative Agent shall advise final principal repayment installment on the Lenders of the details thereofMaturity Date.

Voluntary Prepayments. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time and or from time to timetime voluntarily prepay Loans, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (A) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 a form reasonably acceptable to the Administrative Agent and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (New York City time1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (A2) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Loans; (B) at least three Business Days prior to the date of prepayment, in the case of any such prepayment of Eurodollar Rate BorrowingsLoans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by telephone or the Borrower, unless rescinded pursuant to the last sentence of this Section 2.05(a), the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each notice delivered by the Borrower pursuant to this Section 2.05(a) shall be irrevocable; provided that, if that a notice of voluntary prepayment delivered by the Borrower may state that such notice is given in connection with conditioned on the occurrence of a conditional notice refinancing of termination all or any portion of the Commitments as contemplated by Section 2.09Loans or the occurrence of any other event which would have provided the cash proceeds for such prepayment, then in which case such notice of prepayment may be revoked if such by the Borrower (by notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, to the Administrative Agent shall advise on or prior to the Lenders specified closing date of the details thereofsuch refinancing or other such event) if such condition is not satisfied.

Voluntary Prepayments. (i) The Prior to the Maturity Date, the Borrower may, at any time and from time to timetime on any Business Day, without premium or penalty but subject to Section 2.14(c)make a voluntary prepayment, prepay any Borrowing in whole or in part, of the outstanding principal amount of the Loans; provided that each partial provided, however, that: (a) any such prepayments shall be made Pro Rata among Loans having the same Interest Period of all the applicable Lenders; (b) all such voluntary prepayment prepayments shall require (i) in the case of Eurodollar Rate Loans, notice to the Administrative Agent on or before 11:00 a.m. (New York City time) not less than three (3) Business Days in advance of any Borrowing prepayment thereof, and (ii) in the case of Base Rate Loans, notice to the Administrative Agent on or before 11:00 a.m. (New York City time) on the Business Day of any prepayment thereof; (c) all such voluntary partial prepayments shall be (i) in the case of Revolving Loans, in an aggregate minimum amount that is of $1,000,000 and an integral multiple of $1,000,000 and not less than $5,000,000. 100,000 or, if less, the aggregate principal amount of the Revolving Loans outstanding hereunder, or (ii) To make a voluntary prepayment in the case of Swing Line Loans, in any minimum amount; and (d) each such notice delivered pursuant to Section 2.11(a)(i)clause (b) hereof shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction; provided, further that the Borrower shall notify provide the Administrative Agent not irrevocable confirmation of such prepayment no later than 12:00 1:00 p.m. (New York City time) (A) on the date of prepayment, such prepayment specified in the case of prepayment of Base Rate Borrowings, or notice delivered pursuant to clause (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writingb). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof.

Voluntary Prepayments. (ia) The Borrower may, shall have the right at any time and from time to time, without premium or penalty but subject time to Section 2.14(c), prepay any Borrowing Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided provided, however, that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (iib) To make a voluntary prepayment pursuant to Voluntary prepayments of outstanding Loans shall be applied against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11(a)(i), 2.11 as directed by the Borrower shall notify the Administrative Agent not later than 12:00 p.m. Borrower. (New York City timec) (A) on the date of prepayment, in the case Each notice of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, and shall commit the Borrower to prepay such Borrowing in the amount stated therein on the date stated therein; provided, however, that any such notice may be given conditioned on one or more events, and if such events do not occur, then the Borrower may revoke such notice and/or extend the prepayment date by telephone not more than five Business Days; provided, further, however, that the provisions of Section 2.15 shall apply with respect to any such revocation or in writing extension. All prepayments under this Section 2.11 shall be subject to Section 2.16 but otherwise without premium or penalty (and, if given by telephone, shall promptly be confirmed in writingsubject to Section 2.12(g)). Each such notice All prepayments under this Section 2.11 shall be irrevocable, accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofpayment.

Voluntary Prepayments. (i) The Any Borrower may, shall have the right at any time and from time to time, without premium or penalty but subject time to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment , subject to prior notice in accordance with the provisions of any Borrowing shall be in an aggregate amount that is an integral multiple this Section 2.11(a). The applicable Borrower, or the Company on behalf of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i)the applicable Borrower, the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepaymentand, in the case of prepayment of Base Rate Borrowingsa Swingline Loan, or the Swingline Lender) by telephone (Bconfirmed by telecopy) at least three Business Days prior to the date of prepayment, any prepayment hereunder (A) in the case of prepayment of Eurodollar a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate BorrowingsBorrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, (x) if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.09 and (y) a notice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the details contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing shall be applied against the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such prepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any).

Voluntary Prepayments. (i) The Borrower may, All or any portion of the unpaid principal balance of any Reference Rate Loan may be prepaid at any time by a payment to the Agent of immediately available Dollars by the Borrower and all or any portion of the unpaid principal balance of any Libor Loan may be prepaid or paid to the Agent by a payment of immediately available Dollars on the Interest Adjustment Date for such Loan, upon, in the case of a Reference Rate Loan, one (1) Business Day prior telephonic, E-mail or telecopied notice promptly confirmed in writing from time the Borrower to timethe Agent, and, in the case of a Libor Loan, on the applicable Interest Adjustment Date and upon three (3) Business Days prior telephonic or telecopied notice promptly confirmed in writing from the Borrower to the Agent, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in partpenalty; provided that all such payments and prepayments of Libor Loans shall be accompanied by the interest accrued on the principal amount being paid or prepaid through the date of payment or prepayment, and provided further that (i) each such partial voluntary payment or prepayment of any Borrowing principal of a Libor Loan shall be in an aggregate such amount so that is each outstanding Libor Loan remains in a principal amount of at least $5,000,000 and, to the extent in excess thereof, in an integral multiple of $1,000,000 1,000,000, and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of each such partial payment or prepayment of Base principal of a Reference Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which Loan shall be such amount so that each outstanding Reference Rate Loan remains in a Business Day) and the principal amount of each Borrowing at least $2,500,000 or, to the extent in excess thereof, in integral multiples of $1,000,000. The Borrower's notice of payment or portion thereof prepayment to be prepaid, and may be given by telephone the Agent shall designate whether such payment or in writing (and, if given by telephone, shall promptly be confirmed in writing)prepayment is a payment or prepayment of one or more Reference Rate Loans or Libor Loans. Each such notice Any permitted voluntary prepayment of any Loans shall be irrevocable, made without premium or penalty other than the reimbursements provided for under Sections 2.10 (e) and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof2.10 (f).

Voluntary Prepayments. (ia) The Borrower may, at any time and from time shall have the right to time, prepay Term Loans without premium or penalty but subject to (except as provided in Section 2.14(c4.1(b)), prepay any Borrowing in whole or in part; provided that part from time to time on the following terms and conditions: (a) the Borrower shall give the Administrative Agent at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of Eurodollar Term Loans, the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m. (New York time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), the date of prepayment, (b) each partial voluntary prepayment of any Borrowing of Term Loans shall be in an aggregate amount that is an integral a multiple of $1,000,000 and not in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Loans made pursuant to such Borrowing to an amount less than $5,000,000the Minimum Borrowing Amount for Eurodollar Term Loans; (c) any prepayment of Eurodollar Term Loans pursuant to this Section 4.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 4.1(a) shall be applied to reduce the Repayment Amount in such order as the Borrower may determine. All prepayments under this Section 4.1 shall also be subject to the provisions of Section 4.2(c). At the Borrower’s election in connection with any prepayment pursuant to this Section 4.1, such prepayment shall not be applied to any Term Loan of a Defaulting Lender. (iib) To make a All voluntary prepayment prepayments of Term Loans pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. 4.1(a) made (New York City time) (Ai) on or after the date of prepayment, in the case of prepayment of Base Rate Borrowings, Closing Date and on or (B) at least three Business Days prior to the date first anniversary of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which Closing Date shall be accompanied by a Business Day) and prepayment fee equal to 1.00% of the aggregate principal amount of each Borrowing or portion thereof to be prepaid, such prepayment and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice ii) after the first anniversary of the Closing Date shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofwithout premium or penalty.

Voluntary Prepayments. (i) The Any Borrower may, shall have the right at any time and from time to time, without premium or penalty but subject time to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment , subject to prior notice in accordance with the provisions of any Borrowing shall be in an aggregate amount that is an integral multiple this Section 2.11(a). The applicable Borrower, or the Company on behalf of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i)the applicable Borrower, the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepaymentand, in the case of prepayment of Base Rate Borrowingsa Swingline Loan, or the Swingline Lender) by telephone (Bconfirmed by telecopy) at least three Business Days prior to the date of prepayment, any prepayment hereunder (A) in the case of prepayment of Eurodollar a Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 12:00 noon, Local Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment, (B) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate BorrowingsBorrowing, not later than 12:00 noon, New York City time, on the date of prepayment or (C) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, Local Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, (x) if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.092.09 and (y) a notice of prepayment of Loans may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such noticenotice relating to a Borrowing, the Administrative Agent shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the details contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing shall be applied ratably to the 2021 Revolving Loans included in the prepaid Borrowing. Each prepayment of a 2023 Revolving Borrowing shall be applied ratably to the 2023 Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing under this Section 2.11(a) shall be applied against the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such prepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any).

Voluntary Prepayments. (i) The Borrower may, at any time Company shall have the right voluntarily to prepay Revolving Loans and Term Loans in whole or in part from time to time, subject to SECTION 3.05 but otherwise without premium or penalty but subject to Section 2.14(c)penalty; PROVIDED, prepay any Borrowing in whole or in part; provided HOWEVER, that (i) each partial voluntary prepayment of any Borrowing Revolving Loans and Term Loans shall be in an aggregate a minimum principal amount that is an integral of $500,000 or a whole multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment100,000 in excess thereof, in the case of prepayment Eurodollar Loans, and $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Base Rate BorrowingsLoans and (ii) the Company shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, or (B) in the case of any Revolving Loan which is a Base Rate Loan by 11:00 A.M. on the date of prepayment and, in the case of any other Loan, by 11:00 A.M., at least three Business Days prior to the date of prepayment. Each notice of prepayment shall specify the prepayment date, the principal amount to be prepaid, whether the Loan to be prepaid is a Revolving Loan, Term B Closing Date Loan or Term B Delayed Draw Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the Interest Period of such Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's pro-rata share, if any, thereof. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable as specified therein. Subject to the foregoing, amounts prepaid under this SECTION 2.09(a) shall be applied as the Company may elect; PROVIDED that if the Company fails to specify the application of a voluntary prepayment, then such prepayment shall be applied first to Revolving Loans, then to Swing Line Loans, then ratably to the Term B Closing Date Loans and the Term B Delayed Draw Loans, in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period. All prepayments of Eurodollar Rate BorrowingsLoans under this SECTION 2.09(a) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment, together with any additional amounts required pursuant to SECTION 3.05. The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing line Loans in whole or in part without premium or penalty; PROVIDED that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 P.M. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment date (which shall be a Business Day) and the principal payment amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof.

Voluntary Prepayments. (i) The Borrower may, upon notice to the Administrative Agent at any time and or from time to time, voluntarily prepay Loans in whole or in part without premium or penalty but subject to Section 2.14(c), prepay any Borrowing (other than as set forth in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that this Section) if (a) such notice is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the any date of prepayment; and (b) any partial prepayment is in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice must specify the date and amount of such prepayment. The Administrative Agent shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. Any prepayment of a Loan must be accompanied by (1) all accrued interest thereon, and (2) any amount owing pursuant to Section 3.05. No Lender may reject any voluntary prepayment pursuant to this Section 2.05(a). Notwithstanding the foregoing, in the event that, prior to the six-month anniversary of the Closing Date, the Borrower (x) prepays, refinances, substitutes or replaces all or any portion of the Loans with the incurrence by the Borrower or any Restricted Subsidiary of any debt financing having an applicable total yield that is less than the effective total yield of the Loans being repaid, refinanced, substituted or replaced or (y) effects any amendment of this Agreement resulting in the Loans having an applicable total yield that is less than the effective total yield of the Loans immediately prior to such amendment, then each Lender shall be paid (1) in the case of clause (x), a prepayment premium equal to 1.0% of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the aggregate principal amount of each Borrowing such Loans so repaid, refinanced, substituted or portion thereof replaced and (2) in the case of clause (y), a fee equal to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and 1.0% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment. (ii) If no Event of Default has occurred and is continuing, the Borrower may, from time to time, prepay Loans (without premium or penalty, other than pursuant to Section 3.05), in each Borrowing specified therein shall become due and payable case, on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with non-pro rata basis through Dutch auction procedures open to all applicable Lenders on a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked pro rata basis in accordance with Section 2.09. Promptly following receipt of any such notice, customary procedures to be agreed between the Borrower and the Administrative Agent shall advise the Lenders of the details thereof(or other applicable agent managing such auction). Any prepayments made pursuant to this Section 2.05(a)(ii) are referred to herein as “Discounted Term Loan Prepayments”.

Voluntary Prepayments. (ia) The Borrower may, at any time and from time prior to 11:00 A.M. Dallas, Texas time, without premium or penalty but subject upon at least three Business Days’ written notice by the Borrower to Section 2.14(c)the Administrative Agent in the case of Eurodollar Loans, and prior to 9:00 A.M. Dallas, Texas time, upon two Business Days’ written notice on any Business Day in the case of Base Rate Loans, prepay any Borrowing Revolving Loans and/or Term D Loans, as the Borrower may elect, in whole or in part; provided that each partial voluntary prepayment , in amounts of any Borrowing shall be in an aggregate amount that is $1,000,000 or an integral multiple of $1,000,000 and not less than $5,000,000500,000 in excess thereof. (iib) To make a voluntary Any notice of prepayment delivered pursuant to this Section 2.11(a)(i)2.06 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term D Loans and the Type of Loans to be prepaid. The Administrative Agent will promptly notify each affected Bank thereof and of such Bank’s pro rata portion of such prepayment. If such notice is given by the Borrower and not withdrawn, the Borrower shall notify make such prepayment, and the Administrative Agent not later payment amount specified in such notice shall be due and payable, on the date specified therein together with accrued interest to each such date on the amount prepaid and the amounts, if any, required pursuant to Section 4.04; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than 12:00 p.m. a prepayment in full) shall instead be paid on the next occurring Interest Payment Date. (New York City timec) Any prepayment of Term D Loans pursuant to this Section 2.06 shall be applied to the remaining scheduled installments of Term D Loans to be made pursuant to Section 2.08(a) pro rata (Abased on the then remaining amounts of such remaining installments). Section 8. AMENDMENT TO SECTION 2.07(b)(i). Section 2.07(b)(i) of the Credit Agreement is hereby amended to read as follows: (i) If on any date any Mission Entity shall make any Disposition, an amount equal to 100% of the Net Cash Proceeds from such Disposition shall be applied on such date to prepay outstanding principal of the Term D Loans and the Revolving Loans on a pro rata basis among such Loans, provided that this requirement for mandatory prepayment will be further reduced to the extent that the Borrower elects, as hereinafter provided, to attempt to cause some or all of such Net Cash Proceeds to be reinvested in Reinvestment Assets. The Borrower may elect to attempt to cause some or all of the Net Cash Proceeds from a Disposition to be reinvested in Reinvestment Assets during the Reinvestment Period (a “Reinvestment Election”) if (x) no Default or Event of Default exists on the date of prepayment, in such Reinvestment Election and (y) such Reinvestment Election is made by the case delivery of prepayment of Base Rate Borrowings, a Reinvestment Notice to the Administrative Agent on or (B) at least three Business Days prior to before the date of prepaymentthe consummation of such Disposition, with such Reinvestment Election being effective with respect to the Net Cash Proceeds of such Disposition equal to the Anticipated Reinvestment Amount specified in the case of prepayment of Eurodollar Rate Borrowingssuch Reinvestment Notice. Section 9. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writingAMENDMENT TO SECTION 2.07(b)(iii). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination Section 2.07(b)(iii) of the Commitments Credit Agreement is hereby amended to read as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof.follows:

Voluntary Prepayments. (i) The Each Borrower may, at its option, prepay the Loans made to such Borrower without premium or penalty, (x) in the case of Revolving Loans and Swing Line Loans, in full at any time and or in part from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (iiy) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate BorrowingsIndividual Currency Loans, in full at any time or (B) in part from time to time, in each case by notifying the Administrative Agent in writing at least three Business Days prior to the proposed prepayment date, identifying the Loans to be prepaid as Revolving Loans, Swing Line Loans or Individual Currency Loans and specifying whether the Loans to be prepaid consist of ABR Advances, Core Currency Advances or Swing Line Negotiated Rate Advances, or a combination thereof, the amount to be prepaid and the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such Such notice shall specify the prepayment date (which shall be a Business Day) irrevocable and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided thatspecified, if a notice together with accrued interest to the date of voluntary prepayment is given in connection with a conditional notice of termination of such payment on the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09amount prepaid. Promptly following Upon receipt of any such notice, the Administrative Agent shall advise promptly notify each Lender thereof in the case of Revolving Loans, the Swing Line Lender in the case of Swing Line Loans and the applicable Lender or Lenders in the case of Individual Currency Loans. Each partial prepayment of ABR Advances and Core Currency Advances pursuant to this subsection shall be in an aggregate principal amount of $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or an amount in the details applicable Alternate Currency having a Dollar Equivalent of approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in excess thereof in the case of a partial prepayment of Alternate Core Currency Revolving Loans), or, if less, the outstanding principal balance thereof. Each partial prepayment of Individual Currency Loans and Swing Line Loans pursuant to this subsection shall be in an aggregate principal amount of $100,000 or such amount plus a whole multiple of $50,000 in excess thereof (or an amount in the applicable Alternate Currency having a Dollar Equivalent of approximately $100,000 or such amount plus a whole multiple of approximately $50,000 in excess thereof in the case of a partial prepayment of Alternate Core Currency Swing Line Loans or Individual Currency Loans), or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to Core Currency Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal amount of such Core Currency Advances shall equal (subject to Section 3.2) $500,000 or such amount plus a whole multiple of $100,000 in excess thereof (or the Alternate Currency Equivalent of approximately $500,000 or such amount plus a whole multiple of approximately $100,000 in excess thereof in the case of a prepayment of Core Currency Advances in an Alternate Currency).

Voluntary Prepayments. Borrower may at any time on at least five (5) days' prior written notice by Borrower to Agent (i) The voluntarily prepay all or part of the Term Loans and/or (ii) voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in a minimum amount of $250,000 and integral multiples of $100,000 in excess of such amount and (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (x) $4,000,000 and (y) the L/C Sublimit. In addition, Borrower may, may at any time and from time on at least ten (10) days' prior written notice by Borrower to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in partAgent terminate the Revolving Loan Commitment; provided that each partial voluntary prepayment of any Borrowing upon such termination, all Loans and other Obligations shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become immediately due and payable on the prepayment date specified therein; provided that, if a notice of in full. Any such voluntary prepayment is given in connection with a conditional notice of and any such reduction or termination of the Commitments as contemplated Revolving Loan Commitment must be accompanied by the payment of the fee required by Section 2.091.9(c), then such notice if any, plus the payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.091.13(b). Promptly following receipt Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied, provided that any partial prepayments of any Term Loan made by or on behalf of Borrower shall be applied to prepay the scheduled installments of such notice, the Administrative Agent shall advise the Lenders Term Loan in inverse order of the details thereoftheir respective maturities.

Voluntary Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Term Loans in whole or in part, subject to Section 2.03(f); provided that each partial voluntary prepayment of any Borrowing shall (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. (p.m, New York City time) time (or such other later time which is acceptable to the Administrative Agent), (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans, and (B) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Biii) at least three Business Days prior to the date any prepayment of prepaymentBase Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, the case of prepayment of Eurodollar Rate Borrowingsentire amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided thatthat any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, if a notice in each case, with the requirements of voluntary prepayment is given in connection with a conditional notice of termination Section 3.05 to apply to any failure of the Commitments contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied to the scheduled installment payments thereof as contemplated by Section 2.09the Borrower shall direct, then such notice and each prepayment of prepayment may Loans shall be revoked if such notice of termination is revoked paid to the Lenders in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereoftheir respective Applicable Percentages.

Voluntary Prepayments. (i) The Borrower may, at any time and from time shall have the right to timeprepay Loans, without premium or penalty but subject to Section 2.14(c)penalty, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 part from time to time on the following terms and not less than $5,000,000.conditions: (iia) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify give the Administrative Agent not at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Advance(s) being prepaid, which notice shall be given by the Borrower no later than 12:00 p.m. (New York City Fort Worth, Texas time) (Aor such later time as agreed to by the Administrative Agent in its reasonable discretion) on the date of prepayment, (i) in the case of prepayment of Base Rate BorrowingsLIBOR Loans, or (B) at least three Business Days prior to the date of prepayment, and (ii) in the case of ABR Loans on the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Eurodollar Rate Borrowings(i) LIBOR Loans shall be in a minimum amount of $100,000 and in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.10. Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type of each Borrowing or portion thereof Loans to be prepaid; provided that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, and in which case such notice may be given revoked by telephone the Borrower (by notice to the Administrative Agent on or in writing (and, prior to the specified effective date) if given by telephone, shall promptly be confirmed in writing)such condition is not satisfied. Each such notice shall be irrevocable, and At the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loans of a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofDefaulting Lender.

Voluntary Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Term Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (i) such notice must be in an aggregate amount that is an integral multiple the form of $1,000,000 a Notice of Loan Prepayment and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify be received by the Administrative Agent not later than 12:00 p.m. (New York City time) 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Loans; (Bii) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurodollar Rate BorrowingsLoans shall be in a principal amount of Five Million and No/100 Dollars ($5,000,000.00) or a whole multiple of One Million and No/100 Dollars ($1,000,000.00) in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) or a whole multiple of One Hundred Thousand and No/100 Dollars ($100,000.00) 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 date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s Applicable Percentage of the applicable Term Loan of such prepayment. If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice Notice of voluntary prepayment is given in connection with a conditional notice of termination of Loan Prepayment delivered by the Commitments as contemplated by Section 2.09, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice condition is not satisfied. Any prepayment of termination is revoked a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Term Loans of the Lenders in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereoftheir respective Applicable Percentages.

Voluntary Prepayments. (i) The Borrower Borrowers may, at any time and from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing the outstanding principal amount of the Term Loans in whole or in part; provided provided, however, that each partial voluntary if any prepayment of any Borrowing of Eurodollar Rate Loans is made by the Borrowers other than on the last day of an Interest Period for such Borrowing, the Borrowers shall also pay any amounts owing pursuant to Section 2.17(e); provided, further, that each partial prepayment shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), 1,000,000.00. Upon the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date giving of such notice of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof Term Loans specified to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein prepaid shall become due and payable on the prepayment date specified thereinfor such prepayment; provided that, if that a notice of voluntary prepayment of the outstanding principal amount of the Term Loans in whole or in part may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked by the Borrowers by notice to the Term Loan Administrative Agent on or prior to the date specified for such prepayment that the refinancing condition has not been met and the notice of such prepayment is given to be revoked (it being understood that any Term Loans outstanding at the time of such notice or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.14). All voluntary prepayments of Term Loans made hereunder shall be applied as directed by the Borrowers, or, in connection with a conditional notice the case of termination no direction, in direct order of maturity. (ii) The Borrowers may, at any time, prepay the outstanding principal amount of the Commitments as contemplated Revolving Loans in whole or in part; provided, however, that if any prepayment of any Borrowing of Eurodollar Rate Loans is made by the Borrowers other than on the last day of an Interest Period for such Borrowing, the Borrowers shall also pay any amounts owing pursuant to Section 2.092.17(e); provided, then further, that each partial prepayment shall be in an aggregate principal amount that is an integral multiple of $1,000,000.00. Upon the giving of such notice of prepayment, the principal amount of Revolving Loans specified to be prepaid shall become due and payable on the date specified for such prepayment; provided that a notice of prepayment of the outstanding principal amount of the Revolving Loans in whole or in part may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing transactions, and if any notice so states it may be revoked if by the Borrowers by notice to the Revolving and LC Administrative Agent on or prior to the date specified for such prepayment that the refinancing condition has not been met and the notice of such prepayment is to be revoked (it being understood that any Revolving Loans outstanding at the time of such notice of termination is revoked in accordance with or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loans pursuant to Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof2.14).

Voluntary Prepayments. (i) The Borrower may, may at any time and from time to timetime prepay the Loans, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part, without premium or penalty, upon irrevocable (subject to Section 2.11(a)(ii)) notice delivered to the Administrative Agent no later than 11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that each partial voluntary prepayment if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.16 on the date of prepayment. Upon receipt of any Borrowing such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Loans that are ABR Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount that is an integral of the Borrowing Minimum or a whole multiple of $1,000,000 the Borrowing Multiple in excess thereof (or, in the event of a prepayment in full of the Construction Loans, the Term Loans, the Revolving Loans, and not less than $5,000,000the Revolving L/C Loans, an amount equal to the outstanding principal amount of such Loans being prepaid). (ii) To make Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.11(a)(i) if such prepayment would have resulted from, or been made in connection with, a sale of all or substantially all of the Borrower’s assets or the direct or indirect Equity Interests of the Borrower or a refinancing of all or a part of the Construction Facility, the Term Facility, or the Revolving Facility, which sale or refinancing shall not be consummated or shall otherwise be delayed. (iii) Notwithstanding anything to the contrary contained in this Agreement and on and following the Closing Date, no voluntary prepayment of any Construction Loans pursuant to this Section 2.11 shall be made unless a voluntary prepayment on a pro rata basis of “Construction Loans” and, solely following prepayment in full of the “Construction Loans”, “Vista Expansion Loans” under and as defined in the Bolt Credit Agreement is made concurrently on a pro rata basis. Notwithstanding anything to the contrary contained in this Agreement and on and following the Closing Date, no voluntary prepayment of any Term Loans pursuant to this Section 2.11(a)(i), the Borrower 2.11 shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date be made unless a voluntary prepayment of prepayment, “Term Loans” under and as defined in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be Bolt Credit Agreement is made concurrently on a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofpro rata basis.

Voluntary Prepayments. (ia) The Borrower may, at At any time and from time to time, without premium or penalty but subject the Borrowers shall have the right to Section 2.14(c)prepay the Loans, prepay any Borrowing in whole or in part; , without premium or penalty (except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three Business Days prior to each intended prepayment of LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans, provided that (i) each partial voluntary prepayment of any Borrowing LIBOR Loans shall be in an aggregate principal amount that is of not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $5,000,000. 3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, (ii) To make a voluntary no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.11(a)(i)2.18 to be paid as a consequence of such prepayment, the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) a prepayment of a LIBOR Loan may be made only on the date last day of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate BorrowingsInterest Period applicable thereto. Each such notice shall specify the prepayment proposed date (which shall be a Business Day) of such prepayment, the applicable Borrower and the aggregate principal amount and Type of each Borrowing or portion thereof the Loans to be prepaid, and may be given by telephone or in writing prepaid (and, if given by telephonein the case of LIBOR Loans, shall promptly be confirmed in writingthe Interest Period of the Borrowing pursuant to which made). Each such notice , and shall be irrevocable, irrevocable and shall bind the principal amount of each Borrowing specified therein shall become due and payable applicable Borrower to make such prepayment on the prepayment date terms specified therein; provided that. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, if subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of voluntary prepayment is given in connection with a conditional under this Section, the Administrative Agent will give prompt notice of termination of thereof to the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked Lenders; provided that if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such noticehas also been furnished to the Lenders, the Administrative Agent shall advise have no obligation to notify the Lenders with respect thereto. (b) Each prepayment of the details thereofLoans made pursuant to Section 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, in proportion to the principal amount held by each.

Voluntary Prepayments. (i) The Borrower may, upon notice from the Company to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Committed Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. (New York City time) noon (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Biii) at least three Business Days prior to the date any prepayment of prepaymentBase 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 case of prepayment of Eurodollar Rate Borrowingsentire principal amount thereof then outstanding. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof such prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Company shall specify the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and may be of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by telephone or the Company, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, if a notice of voluntary together with any additional amounts required pursuant to Section 3.05. Each such prepayment is given in connection with a conditional notice of termination shall be applied to the applicable Committed Loans of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details their respective Pro Rata Shares thereof.

Voluntary Prepayments. (ia) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time and or from time to time, time voluntarily prepay any Term Loan in whole or in part without premium or penalty but subject to Section 2.14(c(other than as set forth in clause (b) below), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall (A) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (New York City time1) three Business Days prior to any date of prepayment of Term SOFR Rate Loans and (A2) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Loans and Daily Simple SOFR Rate Loans; (B) at least three Business Days prior to the date of prepayment, in the case of any such prepayment of Eurodollar Term SOFR Rate BorrowingsLoans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of Daily Simple SOFR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) 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, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the prepayment date (which shall and amount of such prepayment, the tranche of Terms Loans to be a Business Day) prepaid and the principal amount Type(s) of each Borrowing or portion thereof Term Loans to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and may be of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment of a Term SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, if a notice of voluntary together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment is given in connection with a conditional notice of termination shall be applied to the applicable Term Loans of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereoftheir respective Applicable Percentages. (b) [Reserved].

Voluntary Prepayments. (i) The Any Borrower Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment that: (a) with respect to Swingline Loans, the principal of any Borrowing Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be in an aggregate amount that is an integral multiple of $1,000,000 deemed to have been made on the next succeeding Business Day; and not less than $5,000,000. (iib) To make a voluntary prepayment pursuant with respect to Section 2.11(a)(i)any other Loan, the Borrower shall notify the such notice must be received by Administrative Agent not later than 12:00 p.m. (New York City time) than: (A) on the 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment, in the case of prepayment of Base any Loans accruing interest at the Eurocurrency Rate, Floating LIBOR Rate Borrowings, or the CP Rate; and (Bii) at least three five (5) Business Days prior to the date of prepayment, prepayment of Loans denominated in the case Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Days prior to any date of prepayment of Eurodollar Rate Borrowingsany Loans accruing interest at the Base Rate; and (ii) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the entire principal amount thereof then outstanding. Each such notice Prepayment Notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such notice, and may be of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such notice is given by telephone or a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. With respect to any Loan prepaid pursuant to this Section 3.05, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may all accrued interest thereon shall be revoked if such notice of termination is revoked paid in accordance with Section 2.09. Promptly 3.02(b) and any additional amounts required pursuant to Section 4 with respect thereto shall be promptly paid following receipt of any an accurate and correct invoice for such noticeamounts. Subject to Section 2.15, each such prepayment shall be applied to the Administrative Agent shall advise the Lenders of the details thereofPrincipal Obligation held by each Lender in accordance with its applicable Repayment Percentage.

Voluntary Prepayments. Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (iNew York City time) The Borrower mayon the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing Swing Line Loan on any Business Day in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be part in an aggregate minimum amount that is an integral multiple of $1,000,000 500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than $5,000,000. (ii) To make a voluntary prepayment pursuant one Business Day’s prior written or telephonic notice, in the case of Base Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of Eurodollar Rate Loans, in each case given to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than by 12:00 p.m. Noon (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (required and, if given by telephone, shall promptly be confirmed in writing)writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time prepay the Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. Each such notice All written notices delivered pursuant to this subsection 2.4B(i) shall be in the form of a Notice of Prepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) shall be irrevocable, and once given as aforesaid, the principal amount of each Borrowing the Loans specified therein in such notice shall become due and payable on the prepayment date specified therein; provided that, that if a notice of voluntary prepayment is given in connection with a conditional notice of termination the refinancing of the Commitments as contemplated by Section 2.09Loans with the proceeds of Indebtedness (other than the Loans) or in connection with a transaction that would result in a Change in Control and, then in either case, such transaction does not close, such notice of shall be revocable and the amounts specified therein shall not be due and payable except for any amounts payable as a result thereof pursuant to subsection 2.6D. Any such voluntary prepayment may shall be revoked if such notice of termination is revoked applied as specified in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofsubsection 2.4B(iv).

Voluntary Prepayments. (i) The Borrower may, upon notice (which notice may be in the form attached as Exhibit H-2 hereto or any other form approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned or delayed), appropriately completed and signed by a Responsible Officer) to the Administrative Agent (a “Voluntary Prepayment Notice”), at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), voluntarily prepay any Borrowing the Loans in whole or in part; provided that each partial voluntary part (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) in the case of a prepayment of Delayed Draw Loans, the applicable Prepayment Amount, if any, for such Delayed Draw Loans being prepaid and (z) all accrued interest on the amount prepaid, together with any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment additional amounts required pursuant to Section 2.11(a)(i3.04; provided that, except with respect to any prepayments made pursuant to Section 2.09(a), the Borrower shall notify (i) such Voluntary Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m. p.m., two (New York City time2) Business Days prior to any date of prepayment (or such shorter period as the Administrative Agent and the Lenders may agree) and (ii) any prepayment shall be either (A) on in an aggregate principal amount of at least $5,000,000 and a whole multiple of $1,000,000 in excess thereof or (B) the entire principal amount of the Loans then outstanding. Each such Voluntary Prepayment Notice shall specify the date of such prepayment, the amount of principal being prepaid, whether the Loans being prepaid are Initial Loans, Delayed Draw Loans or Additional Loans, and, in the case of a prepayment of Base Rate BorrowingsDelayed Draw Loans, or (B) at least three Business Days prior the applicable Prepayment Amount, if any, determined with respect to such Delayed Draw Loans, as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount, if any, and any additional amounts required pursuant to Section 3.04 on the date of prepaymentspecified in such Voluntary Prepayment Notice, in the case of prepayment of Eurodollar Rate Borrowings. Each and all such notice shall specify the prepayment date (which amounts shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified thereinsuch date; provided that, if that a notice of voluntary prepayment is given in connection with a conditional notice of termination of Voluntary Prepayment Notice delivered by the Commitments as contemplated by Section 2.09, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment certain events, including, without limitation, the closing of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such notice of termination is revoked conditions are not satisfied. Subject to Section 2.11(j), any Voluntary Prepayment described in accordance with this Section 2.09. Promptly following receipt of any such notice, 2.04 shall be made to the Administrative Agent shall advise for the Lenders ratable accounts of the details thereofLenders. The Administrative Agent shall forward to each Lender its Ratable Share of each such payment.

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.03(d) The and any other fees or amounts payable hereunder at such time, the Borrower may, at any time and upon notice from time the Borrower to timethe Administrative Agent, without premium or penalty but subject to Section 2.14(c)voluntarily prepay the Loans, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall provided, that, (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent received not later than 12:00 p.m. 11:00 a.m. three (New York City time3) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the case aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of Eurodollar Rate Borrowings$5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment date (which shall be a Business Day) and the principal payment amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided provided, that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then any such notice of prepayment may indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement, capital raising or a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the event such refinancing or other transaction is not consummated, and if so revoked, such notice prepayment shall not be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of termination is revoked the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (x) with respect to any such prepayment on or prior to [June 30, 2021], ratably to the Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and (y) with respect to any such prepayment after [June 30, 2021], ratably to the Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and to the principal repayment installments thereof on a pro rata basis. Each such prepayment shall be applied to the Loans of the Lenders in accordance with Section 2.09. Promptly following receipt their respective Applicable Percentages in respect of any such notice, the Administrative Agent shall advise the Lenders each of the details thereofrelevant Facilities.

Voluntary Prepayments. The Term Loan may not be voluntarily prepaid prior to December 7, 2014 (i) The other than pursuant to Section 2.03(c)). From and after December 7, 2014, subject to the payment of any prepayment premium as required under Section 2.03(d), the Borrower may, at any time and upon notice from time the Borrower to timethe Administrative Agent, without premium or penalty but subject to Section 2.14(c)voluntarily prepay the Obligations, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall provided, that, (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent received not later than 12:00 p.m. 11:00 a.m. three (New York City time3) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepaymentprepayment and (ii) any such prepayment shall be in a minimum principal amount of $2,500,000 (or, in if less, the case of prepayment of Eurodollar Rate Borrowingsentire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment date (which shall be a Business Day) and the principal payment amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid (it being understood and agreed that if any prepayment is made on a day other than the last Business Day of a fiscal quarter, such prepayment shall be accompanied by, in addition to all accrued interest on the amount prepaid, all interest that would have accrued on the amount prepaid had such prepayment been made on the last Business Day of the fiscal quarter in which such prepayment is made rather than the date upon which such prepayment was actually made), and the prepayment premium required under Section 2.03(d). Each such prepayment shall be applied first to all costs, expenses, indemnities and other amounts due and payable hereunder, then to payment of default interest, if a notice any, then to payment of voluntary prepayment is given in connection with a conditional notice premium required by Section 2.03(d), then to payment of termination accrued interest and thereafter to the payment of principal. Each such prepayment shall be applied to the Loans of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereoftheir respective Applicable Percentages.

Voluntary Prepayments. (ia) The Borrower may, shall have the right at any time and from time to time, without premium or penalty but subject time to Section 2.14(c), prepay any Borrowing Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided provided, however, that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,0005,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion). All voluntary prepayments, including all optional prepayments under this Section 2.12 shall be subject to Section 2.16, but otherwise without premium (except as set forth in Section 2.12(d)) or penalty. Any such notice of prepayment pursuant to this Section 2.12(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (iib) To Voluntary prepayments of any Class of outstanding Loans shall be applied to such Classes of Loans as the Borrower may direct, or in the absence of direction, ratable among the Classes, and thereafter to the remaining amortization payments under such Class, as the Borrower may direct, and in the absence of such direction, in direct order of maturity thereof. (c) Notwithstanding anything in any Loan Document to the contrary, so long as no Specified Event of Default has occurred and is continuing or would result from such prepayment, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) on the following basis: (i) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to Section 2.11(a)(ia Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) in each case made in accordance with this Section 2.12(c). (A) on The Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the date of prepayment, Auction Manager with three (3) Business Days’ notice in the case form of prepayment of Base Rate Borrowings, or a Specified Discount Prepayment Notice; provided that (BI) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each any such notice shall specify the prepayment date (which offer shall be a Business Day) and made available, at the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination sole discretion of the Commitments as contemplated by Section 2.09Borrower, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof.to (x) each

Voluntary Prepayments. (i1) The Borrower may, at any time and from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing Loans shall be prepaid in whole or in part; part on each Quarterly Payment Date to the extent required in accordance with Article IX. (2) Without limiting clause (1) above, the Loans may be prepaid in whole or in part on each Quarterly Payment Date at the Borrower’s election to the extent provided in Section 9.1(a)(i)(I). Each such prepayment of the Loans may be made with not less than three Business Days’ prior written notice thereof to the Agents and KBRA. (3) Notwithstanding anything to the contrary contained herein, but subject to the requirement that each partial voluntary no Default or Event of Default has occurred and is continuing or will result after giving effect thereto, the Borrower, may at any time during and after the Reinvestment Period, up to two times in any calendar month (or such additional amount as agreed to by the Blackstone Asset Based Finance Representative), upon at least three Business Days’ notice to the Blackstone Asset Based Finance Representative, Agents and KBRA, prepay without penalty or premium (other than as set forth in Section 2.7(a)(4)) all or any portion of the Loans then outstanding on any Business Day that is not a Quarterly Payment Date by paying the principal amount to be prepaid and any amounts due pursuant to Section 2.9. Prepayments of Loans pursuant to this Section 2.7(b)(3) shall not be subject to the Priority of Payments. Each prepayment of any Borrowing Loan by the Borrower pursuant to Section 2.7(b)(2) or (3) shall in each case be in an aggregate a principal amount that is an integral of at least $2,500,000 or a whole multiple of $1,000,000 and not less than $5,000,000. (ii) To make 100,000 in excess thereof or, if less, the entire outstanding principal amount of the Loans. If a voluntary notice of such prepayment pursuant to Section 2.11(a)(i)is given by the Borrower, the Borrower shall notify make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each notice of such prepayment under Section 2.7(b) shall be effective upon receipt and shall be dated the date such notice is being given, signed by an Authorized Officer of the Borrower and otherwise appropriately completed. Upon receipt of a notice of prepayment from the Borrower pursuant to Section 2.7(b), the Administrative Agent not shall promptly notify each Lender and the Blackstone Asset Based Finance Representative of the contents thereof and of such ▇▇▇▇▇▇’s ratable share (if any) of such prepayment. Notices of prepayment shall thereafter be revocable by the Borrower no later than 12:00 p.m. 10:00 a.m. (New York City time) three Business Days (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, prepayments under Section 2.7(b)(2)) or one Business Day (B) at least three Business Days prior to the date of prepayment, in the case of prepayments under Section 2.7(b)(3)) before the date set forth by the Borrower in the applicable notice of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify as the prepayment date (which shall be a Business Day) and date. Upon the principal amount expiration of each Borrowing or portion thereof to be prepaidsuch time period, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such the notice of prepayment shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof.

Voluntary Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. (New York City time) 10:00 a.m. (A) two (2) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Loans; (Bii) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurodollar Rate BorrowingsLoans shall be in a principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) or a whole multiple of One Million and 00/100 Dollars ($1,000,000.00) in excess thereof; if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid. All Term Loan prepayments permitted pursuant to this Section 2.07 shall be applied ratably to the unpaid installments of principal on the Term Loans. If the Borrower prepays a Loan but fails to specify the applicable Eurodollar Rate Loan which the Borrower is prepaying, the prepayment shall be applied (i) first to Revolving Loans and then to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to Base Rate Loans, then to Eurodollar Rate Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s Applicable Revolving Credit Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment. If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, if a notice of voluntary together with any additional amounts required pursuant to Section 3.05. Each such prepayment is given in connection with a conditional notice of termination shall be applied to the Loans of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.09. Promptly following receipt of any such noticetheir respective Applicable Revolving Credit Percentage or Applicable Term Loan Percentage, the Administrative Agent shall advise the Lenders of the details thereofas applicable.

Voluntary Prepayments. (i) The Borrower may, at any time and from time upon written or telephonic notice to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. on or prior to 3:00 P.M. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three one Business Days Day prior to the date of prepayment, in the case of prepayment of Eurodollar Base Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaidLoans, and may be given upon written or telephonic notice to Administrative Agent on or prior to 3:00 P.M. (New York City time) three Business Days prior to the date of prepayment, or upon such lesser number of days’ prior written or telephonic notice, as determined by telephone or Administrative Agent in writing (its sole discretion, in the case of LIBOR Loans, and, in each case, if given by telephone, shall promptly be confirmed in writingwriting to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time prepay any Term Loans or any Revolving Loans, in each case on any Business Day in whole or in part without premium or penalty (except as set forth in Section 2.4(c)(vi) below) in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount; provided that, in any event, any prepayment of a LIBOR Loan on any date other than the expiration date of the Interest Period applicable thereto shall be subject to the requirements of Section 2.6(d). Each such notice shall be irrevocableNotice of prepayment having been given as aforesaid, and the principal amount of each Borrowing the Loans specified therein in such notice shall become due and payable on the prepayment date specified therein; provided thatprovided, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09however, then such that Borrower may rescind any notice of prepayment may be revoked under this Section 2.4(b)(i) if such notice prepayment would have resulted from a refinancing or repayment of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders all of the details thereofLoans and Commitments hereunder, which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay in the consummation of a substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by any Group Member. Any such voluntary prepayment shall be applied as specified in Section 2.4(b)(iv).

Voluntary Prepayments. (i) The Borrower may, upon delivery of a Notice of Prepayment and/or Reduction / Termination of Commitments to the Lender, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), voluntarily prepay any Borrowing Delayed Draw Term Loans (in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant , without premium or penalty, subject to Section 2.11(a)(i3.05), provided, that: (A) such notice must be received by the Borrower shall notify the Administrative Agent Lender not later than 12:00 p.m. 11:00 a.m. (New York City timeI) at least three (A3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (II) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Loans; (B) at least three Business Days prior to the date of prepayment, in the case of any such prepayment of Eurodollar Rate BorrowingsLoans shall be in a principal amount of Two Million Dollars ($2,000,000), or in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars ($500,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid. Subject to payment of breakage costs (if any) in accordance with Section 3.05, and any such notice delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Lender on or prior to the specified effective date) if such condition is not satisfied. If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given subject to any condition specified in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, the Administrative Agent shall advise the Lenders of the details thereoftogether with any additional amounts required pursuant to Section 3.05.

Voluntary Prepayments. (i) The Subject to payment of amounts due under Section 4.8, the Borrower may, at any time and from time upon written notice delivered to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. 11:00 A.M. (New York City time) one (A1) on the date of prepayment, (or in the case of prepayment of Base LIBOR Rate BorrowingsLoans, or three (B3)) at least three Business Days prior to the date of prepayment, in prepayment stating the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the aggregate principal amount of each Borrowing or portion thereof the prepayment and the Committed Loans to be prepaid, prepay the outstanding principal amounts of such Committed Loans comprising part of the same Committed Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that all such prepayments shall be made without premium or penalty thereon; and may provided further that losses incurred by any Bank under Section 4.8 shall be given by telephone or payable with respect to each such prepayment in writing (and, if given by telephone, shall promptly be confirmed the manner set forth in writing)Section 4.8. Each Any such notice provided pursuant to this Section 5.5 shall be irrevocable, and the principal payment amount of each Borrowing specified therein in such notice shall become be due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given described in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, together with accrued and unpaid interest on the Administrative Agent amount prepaid. Partial prepayments pursuant to this Section 5.5 with respect to any Tranche of Committed LIBOR Rate Loans shall advise be in an aggregate principal amount equal to the Lenders lesser of (a) $10,000,000 or an integral multiple of $1,000,000 in excess thereof or (b) the details thereofaggregate principal amount of such Tranche of Committed LIBOR Rate Loans then outstanding, as the case may be; provided, that, no partial prepayment of any Tranche of Committed LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case may be.

Voluntary Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in part, subject to Section 2.05(i), without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. (11:00 a.m., New York City time) time (or such other later time which is acceptable to the Administrative Agent), (A) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans, and (B) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Biii) at least three Business Days prior to the date any prepayment of prepaymentBase 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, the case of prepayment of Eurodollar Rate Borrowingsentire amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided thatthat any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, if a notice in each case, with the requirements of voluntary prepayment is given in connection with a conditional notice of termination Section 3.05 to apply to any failure of the Commitments contingency to occur and any such extension or revocation. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the Type(s) of Loan(s) in the manner as contemplated by Section 2.09the Borrower shall direct, then such notice and each prepayment of prepayment may Loans shall be revoked if such notice of termination is revoked paid to the Lenders in accordance with Section 2.09. Promptly following receipt their respective Applicable Percentages in respect of each of the relevant Facilities; provided, in the event the Borrower fails to specify the Loans to which any such noticeprepayments shall be applied, such prepayments shall be applied, first, to repay outstanding Incremental Revolving Loans (if any) to the Administrative Agent shall advise full extent thereof (without a corresponding reduction in the Lenders Incremental Revolving Commitments with respect thereto) and second, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied to reduce the scheduled remaining installments of principal of the details thereofTerm Loans in direct order of maturity.

Voluntary Prepayments. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (A) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (New York City time1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (A2) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Loans; (B) at least three Business Days prior to the date of prepayment, in the case of any such prepayment of Eurodollar Rate BorrowingsLoans shall be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing such prepayment, if any Incremental Term Loan is outstanding, whether such prepayment is to be applied to the Term Loan or portion thereof any Incremental Term Loan(s), and if more than one Type of Loan is outstanding, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by telephone or the Borrower, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, if a notice together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the remaining principal amortization payments of voluntary prepayment is given in connection with a conditional notice of termination of such Loans as directed by the Commitments as contemplated by Section 2.09, then Borrower and to the applicable Lenders holding such notice of prepayment may be revoked if such notice of termination is revoked Loans in accordance with Section 2.09their respective Applicable Percentages. Promptly following receipt of any If no such noticedirection is provided by the Borrower, the Administrative Agent shall advise the Lenders each such prepayment of the details thereofLoans shall be applied pro rata among all outstanding Loans in direct order of maturity.

Voluntary Prepayments. Borrower shall not prepay the Term Loan or the Notes except as follows: (ia) The Borrower mayUpon the receipt of the written consent of the Required Lenders, which consent may be granted or withheld in the Lenders’ sole discretion, at any time and from time to time, Borrower may prepay the Term Loan, without premium or penalty but subject to Section 2.14(c)any premium, prepay on any Borrowing Business Day in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be , in an aggregate minimum amount that is an integral multiple of $1,000,000 2,500,000 and not less than integral multiples of $5,000,0002,500,000 in excess of that amount. (iib) To make a voluntary prepayment pursuant Subject to Section 2.11(a)(ithe right of the Lenders to convert the Notes, Borrower may, at its option, prepay the Term Loan in whole (and not in part) together with all accrued interest and all other amounts due hereunder and under any other Credit Documents, concurrently with the closing of any Fundamental Transaction (as defined in the Note), subject to the Borrower shall notify the Administrative Agent not following conditions: (i) Not later than 12:00 p.m. twenty (New York City time20) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date consummation of prepaymentthe Fundamental Transaction Borrower shall deliver a written notice to the Lenders and Administrative Agent of the proposed Fundamental Transaction, which notice shall include a description of all material terms and conditions of such Fundamental Transaction, including Borrower’s good faith calculation of the Transaction Consideration (as defined in the case Note) payable to the Lenders if they convert the Notes into shares of Borrower’s common stock prior to the Fundamental Transaction (the “Conversion Proceeds”); and (ii) In addition to the prepayment of Eurodollar Rate Borrowings. Each such notice the Term Loan, Borrower shall specify pay to the prepayment date Lender an amount equal to the greater of the following (which shall be a Business Daythe “Prepayment Premium”): (i) and the aggregate value of Conversion Proceeds in excess of the principal amount of each Borrowing or portion thereof the Term Loan and (ii) (A) if the closing of such Fundamental Transaction occurs prior to be prepaidthe one-year anniversary of the date hereof, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and an amount equal to 25% of the aggregate principal amount of each Borrowing specified therein the Term Loan or (B) if the closing of such Fundamental Transaction occurs on or after the one-year anniversary of the date hereof, an amount equal to 50% of the aggregate principal amount of the Term Loan. (c) The aggregate value of Conversion Proceeds shall become due and payable be calculated as follows: (i) any amount of cash included in the Transaction Consideration plus (ii) the aggregate value of any securities included in the Transaction Consideration shall be calculated based on the prepayment aggregate Market Price (as defined below) of such securities plus (iii) the aggregate value of any other assets or evidences of indebtedness included in the Transaction Consideration shall be the aggregate fair market value of such assets or indebtedness as determined by the Board in good faith. “Market Price” of a security as of a particular date specified therein(the “Valuation Date”) shall mean the following: (A) if such security is then listed on a Trading Market (as defined in the Note) or quoted on the OTC Markets (as defined in the Note), the volume weighted average price of such security as reported during the ten (10) Trading Day (as defined in the Note) period ending on the Trading Day prior to the Valuation Date; provided thator (B) if such security is not then listed on a Trading Market or quoted on the OTC Markets, if a notice the fair market value of voluntary prepayment is given in connection with a conditional notice one share of termination such security as of the Commitments as contemplated Valuation Date shall be determined in good faith by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofBoard.

Voluntary Prepayments. (i) The Borrower may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the date of prepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time and from time to time, without premium or penalty but subject to Section 2.14(c), time prepay any Borrowing Swing Line Loan on any Business Day in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be part in an aggregate minimum amount that is an integral multiple of $1,000,000 500,000 and multiples of $100,000 in excess of that amount. Borrower may, upon not less than $5,000,000. (ii) To make a voluntary prepayment pursuant one Business Day’s prior written or telephonic notice, in the case of Base Rate Loans or Canadian Prime Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of LIBOR Rate Loans or BA Loans, in each case given to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than by 12:00 p.m. Noon (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (required and, if given by telephone, promptly confirmed in writing to Administrative Agent (who shall promptly notify each Lender for the Loans to be confirmed prepaid), at any time and from time to time prepay any Loans on any Business Day in writing). Each whole or in part in an aggregate minimum amount of (a) for Term Loans, the Dollar Equivalent of $2,500,000 and multiples of the Dollar Equivalent of $500,000 in excess of that amount and (b) for Revolving Loans, $1,000,000 and multiples of $500,000 in excess of that amount; provided, however, that (x) a LIBOR Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Borrower pays on such notice date of prepayment all amounts owing to Lenders under subsection 2.6D and (y) BA Loans may not be repaid on any day other than the last day of an Interest Period applicable thereto; provided further that Borrower shall be irrevocable, permitted to defease any BA Loan by depositing with Administrative Agent an amount (as specified by Administrative Agent) sufficient to pay all amounts that will be due in respect of such BA Loan at the end of the Interest Period applicable thereto. Notice of prepayment having been given as aforesaid shall be irrevocable and the principal amount of each Borrowing the Loans specified therein in such notice shall become due and payable on the prepayment date specified therein; provided that, if a notice of . Any such voluntary prepayment is given shall be applied as specified in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofsubsection 2.4B(iv).

Voluntary Prepayments. (i) The Any Borrower Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment that: (a) with respect to Swingline Loans, the principal of any Borrowing Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000.deemed to have been made on the next succeeding Business Day; (iib) To make a voluntary prepayment pursuant with respect to Section 2.11(a)(i)any other Loan, the Borrower shall notify the such Prepayment Notice must be received by Administrative Agent not later than 12:00 p.m. (New York City time) than: (A) on the 11:00 a.m. three (3) Business Days prior to any date of prepaymentprepayment of Term SOFR Loans, in the case Daily SOFR Loans or CP Rate Loans; and (B) 11:00 a.m. one (1) Business Day prior to any date of prepayment of Base Rate Borrowings, or Loans; and (Bc) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurodollar Rate BorrowingsLoans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, if less, the entire principal amount thereof then outstanding. Each such notice Prepayment Notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such Prepayment Notice, and may be of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such Prepayment Notice is given by telephone or a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice Prepayment Notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. With respect to any Loan prepaid pursuant to this Section 3.05, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may all accrued interest thereon shall be revoked if such notice of termination is revoked paid in accordance with Section 2.09. Promptly 3.02(b) and any additional amounts required pursuant to Article 4 with respect thereto shall be promptly paid following receipt of any an accurate and correct invoice for such noticeamounts. Subject to Section 2.15, each such prepayment shall be applied to the Administrative Agent shall advise the Lenders of the details thereofPrincipal Obligation held by each Lender in accordance with its applicable Repayment Percentage.

Voluntary Prepayments. (ia) The Borrower may, at any time and from time shall have the right to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing Term Loans in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 part from time to time on the following terms and not less than $5,000,000.conditions: (iii) To make as a voluntary prepayment pursuant to Section 2.11(a)(i)specifically negotiated requirement, additional consideration for providing the Term Loans, and an important economic provision upon which the Agents and the Lenders are relying, the Borrower shall notify deliver to the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on written notice of the date Borrower’s intent to make such prepayment and the amount of such prepayment, in the case of prepayment of Base Rate Borrowings, or by 3:00 p.m. no less than five (B5) at least three Business Days prior to the date of such prepayment, in specifying the case of date on which such prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof is to be prepaid, and may be given by telephone or in writing made; (and, if given by telephone, shall promptly be confirmed in writing). Each such ii) a notice delivered pursuant to Section 4.01(a)(i) shall be irrevocable, shall include or be accompanied by a certification of an Authorized Officer of the Borrower that the prepayment is being made pursuant to and in compliance with all provisions of Section 4.01(a), and shall obligate the Borrower to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and the principal amount applicable Prepayment Premium, if any, all of each Borrowing specified therein which shall become due and payable on the prepayment date specified thereinset forth in such notice; provided thatthat notwithstanding the foregoing any such voluntary prepayment occurring as a result of a Change of Control, a refinancing of the Obligations or another specified and material transaction may be conditional upon the closing of any such transaction; (iii) each partial prepayment of any Term Loans shall be in a multiple of $50,000 and in an aggregate principal amount of at least $250,000; (iv) each prepayment of Term Loans pursuant to this Section 4.01 on any day other than the last day of the applicable Interest Period shall be subject to compliance by the Borrower with the applicable provisions of Section 2.07; and (v) on the date of prepayment of any Term Loan pursuant to this Section 4.01, the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, the applicable Prepayment Premium, if a notice of voluntary any. (b) Each prepayment is given in connection with a conditional notice of termination pursuant to this Section 4.01 shall be applied to reduce the scheduled installments of the Commitments Term Loans as contemplated directed by the Borrower, and in the absence of such a direction, shall be applied to the scheduled installments of the Term Loans in the inverse order of maturity. (c) Notwithstanding anything in Section 2.094.01(a) to the contrary, then such notice of prepayment may be revoked if such notice of termination is revoked the Lenders decline any mandatory payment in accordance with Section 2.09. Promptly following receipt of 4.05, any such notice, the Administrative Agent shall advise the Lenders voluntary prepayment of the details thereofapplicable Term Loans that occurs within three (3) Business Days of the date that the applicable Lenders decline such mandatory prepayment in an amount equal to such declined proceeds, shall: (i) be excluded from the notice and minimum amount requirements of Sections 4.01(a)(i) and 4.01(a)(iii), and (ii) be applied to reduce the Term Loans and the Prepayment Premium that would have been applicable to such amount if accepted as a mandatory prepayment under Section 4.02(a).

Voluntary Prepayments. (i) The Subject to the Prepayment Premium, the Borrower may, at upon written notice to the Administrative Agent, voluntarily prepay any time and from time to time, Loans in whole or in part without premium or penalty but subject to (except as expressly set forth in this Section 2.14(c2.03), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall (1) such written notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 2:00 p.m. three (New York City time3) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the any date of prepayment, in the case of prepayment of Eurodollar Rate BorrowingsLoans and (2) any prepayment of Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $500,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment date (which shall be a Business Day) and the principal payment amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocabledue and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to clause (ii) below. (ii) Notwithstanding anything to the contrary contained in this Agreement, (x) in the event of each prepayment of any Loans pursuant to Section 2.03(a)(i), Section 2.03(b)(ii), or Section 2.03(b)(iii), such prepayment shall be accompanied by, and the principal amount of each Borrowing specified therein there shall become due and payable automatically upon such event, an early prepayment premium payable in cash on the prepayment date specified therein; provided thatprincipal amount so prepaid, if a notice of voluntary prepayment is given repaid or redeemed, in connection with a conditional notice of termination an amount equal to the Prepayment Premium, calculated on the aggregate principal amount of the Commitments Loans so prepaid or repaid, together with all accrued and unpaid interest on the amount being prepaid or repaid and (y) each repayment of, or redemption or distribution in respect of, the principal amount of the Loans after acceleration thereof pursuant to Section 8.02 (including automatically as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt a result of any such noticebankruptcy or insolvency proceeding), shall be accompanied by, and there shall become due and payable automatically upon acceleration, a payment premium payable in cash on the Administrative Agent shall advise principal amount so repaid, redeemed or distributed or on the Lenders principal amount that has become or is declared accelerated pursuant to Section 8.02 (including automatically as a result of any bankruptcy or insolvency proceeding), in an amount equal to the Prepayment Premium, calculated on the aggregate principal amount of the details thereofLoans so repaid, redeemed, distributed or accelerated, together with all accrued and unpaid interest on such Loans.

Voluntary Prepayments. (i) The Borrower may, at At any time and from time to time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.14(c2.13(a) and with Section 2.18(c), prepay any Borrowing in whole or in part; provided that (A) each such partial voluntary prepayment of any Eurodollar Rate Borrowing shall be in an aggregate principal amount that is of $1,000,000 or an integral multiple of $1,000,000 500,000 in excess of such amount and not less than (B) each such partial voluntary prepayment of any Base Rate Borrowing (including any Swing Line Loan or Protective Advance) shall be in an aggregate principal amount of $5,000,000500,000 or an integral multiple of $100,000 in excess of such amount. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i2.13(a)(i), the Borrower shall notify the Administrative Agent (and, in the case of a voluntary prepayment of any Swing Line Loan, the Swing Line Lender) not later than 12:00 1:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by any Borrowing pursuant to Section 2.09, then 2.13(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.09not satisfied. Promptly following receipt of any such noticenotice (other than a notice relating solely to Swing Line Loans or Protective Advances), the Administrative Agent shall advise the Lenders of the applicable Class of the details thereof. Each voluntary prepayment of a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in accordance with their Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower may, at its option, prepay the Prime Rate Loans and LIBOR Loans, in whole or in part, without premium or penalty (other than any indemnification amounts, as provided for in Section 2.12) at any time and from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify time by notifying the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on in writing at least one Business Day prior to the proposed prepayment date of prepayment, in the case of prepayment Loans consisting of Base Prime Rate Borrowings, or (B) Loans and at least three Business Days prior to the proposed prepayment date of prepayment, in the case of prepayment Loans consisting of Eurodollar LIBOR Loans, specifying the Loans to be prepaid consisting of Prime Rate BorrowingsLoans, LIBOR Loans or a combination thereof, the amount to be prepaid and the date of prepayment. Each such Such notice shall specify the prepayment date (which shall be a Business Day) irrevocable and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided thatspecified, if a notice together with accrued interest to the date of voluntary prepayment is given in connection with a conditional notice of termination of such payment on the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09amount prepaid. Promptly following Upon receipt of any such notice, the Administrative Agent shall advise the Lenders promptly notify each Lender of the details contents thereof. Partial prepayments of Prime Rate Loans and/or LIBOR Loans shall be in an aggregate minimum principal amount of $5,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof, or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to LIBOR Loans which were converted on the same date and which had the same Interest Period, the outstanding principal amount of such LIBOR Loans shall be at least $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof.

Voluntary Prepayments. (i) The Borrower may, upon notice to Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Committed Loans in whole or in partpart without premium or penalty; but with accrued interest thereon and any amounts due under Section 3.5, provided that each partial voluntary prepayment of any Borrowing shall (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative received by Agent not later than 12:00 p.m. (New York City time) 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Committed Loans; (Bii) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurodollar Rate BorrowingsLoans shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type(s) of each Borrowing or portion thereof Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by telephone or Borrower, Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, if a notice together with any additional amounts required pursuant to Section 3.5. Each such prepayment shall be applied to the Committed Loans of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereoftheir respective Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower may, at its option, subject to Section 2.4(a)(ii) below, prepay the Term Loans, without premium or penalty, in full at any time and or in part from time to time, without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify by notifying the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on in writing at least one Business Day prior to the date of prepaymentproposed prepayment date, in the case of prepayment Loans consisting of Base Rate BorrowingsABR Advances, or (B) and at least three Business Days prior to the date of prepaymentproposed prepayment date, in the case of prepayment Loans consisting of Eurodollar Rate Borrowings. Each such notice shall specify Advances, specifying the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof Term Loans to be prepaid, whether such Loans consist of ABR Advances, Eurodollar Advances, or a combination thereof, the amount to be prepaid and may the date of prepayment. Such notice shall be given by telephone or irrevocable and the amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided thatspecified, if a notice together with accrued interest to the date of voluntary prepayment is given in connection with a conditional notice of termination of such payment on the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09amount prepaid. Promptly following Upon receipt of any such notice, the Administrative Agent shall advise promptly notify each Lender thereof. Each partial prepayment made pursuant to this subsection of Term Loans (when added to the Lenders prepayment of the details Revolving Credit Term Tranche Loans required by Section 2.4(a)(ii) below) shall be in an aggregate principal amount of $1,000,000 or such amount plus a whole multiple of $250,000 in excess thereof (or, if less, the outstanding principal balance of the Revolving Credit Term Tranche Loan and Term Loans being prepaid). After giving effect to any partial prepayment with respect to Eurodollar Advances that were made (whether as the result of a borrowing or a conversion) on the same date and that had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall equal (subject to Section 2.5) $5,000,000 or such amount plus a whole multiple of $500,000 in excess thereof. (ii) The Borrower may not (x) make a voluntary prepayment of the Term Loans pursuant to Section 2.4(a)(i) unless, concurrently with such prepayment, the Borrower makes a voluntary prepayment of the Revolving Credit Term Tranche Loans pursuant to Section 2.7(a) of the Revolving Credit Facility or (y) make a voluntary prepayment of the Revolving Credit Term Tranche Loans pursuant to Section 2.7(a) of the Revolving Credit Facility unless, concurrently with such prepayment, the Borrower makes a voluntary prepayment of the Term Loans pursuant to this Section 2.4(a). Such prepayments shall be in an amount equal to (A) in the case of the Revolving Credit Term Tranche Loans, the aggregate amount of such voluntary prepayment of the Revolving Credit Term Tranche Loans and Term Loans multiplied by the Revolver Prepayment Fraction and (B) in the case of the Term Loans, the aggregate amount of such voluntary prepayment of the Revolving Credit Term Tranche Loans and Term Loans multiplied by the Term Prepayment Fraction.

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.07(d), the exit fee required under Section 2.10(b) The Borrower and any other fees or amounts payable hereunder at such time, the US Issuer may, at any time upon notice to the Purchasers, voluntarily prepay the Initial Notes issued by it and/or the Delayed Draw Notes, in each case, in whole or in part, and from time the Norwegian Issuer may, upon notice to timethe Purchasers, without premium or penalty but subject to Section 2.14(c)voluntarily prepay the Initial Notes issued by it, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall provided, that, (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent received not later than 12:00 p.m. 11:00 a.m. (New York City Eastern time) three (A3) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepaymentprepayment and (ii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in if less, the case of prepayment of Eurodollar Rate Borrowingsentire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. The relevant Issuer shall make such prepayment date (which shall be a Business Day) and the principal payment amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, that if such a notice expressly states that it is conditioned upon the effectiveness of voluntary prepayment is given in connection with other credit facilities or the closing of a conditional notice of termination of the Commitments as contemplated by Section 2.09specified transaction, then such notice of prepayment may be revoked by the relevant Issuer (by written notice to the Purchasers on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with not satisfied. Any prepayment pursuant to this Section 2.09. Promptly following receipt of any such notice, 2.07(a) shall be accompanied by (x) all accrued interest on the Administrative Agent shall advise the Lenders principal amount of the details thereofNotes prepaid, (y) the prepayment premium required under Section 2.07(d) and the exit fee required under Section 2.10(b) in respect of the Notes so prepaid and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied first to all costs, expenses, indemnities and other amounts due and payable hereunder, then to payment of default interest, if any, then to payment of prepayment premium required by Section 2.07(d) and the exit fee as required under Section 2.10(b), then to payment of accrued interest and thereafter to the payment of principal.

Voluntary Prepayments. (ia) The Borrower maySubject to the terms of this Section 2.8 and Section 3.3, at any time and from time Borrowers may prepay to timeAgent, without premium or penalty but subject to Section 2.14(c)for the ratable benefit of the applicable Lenders, prepay any Borrowing the outstanding principal amount of the Loans, in whole or in part; provided that each partial voluntary , at any time. (b) If Borrowers elect to make any prepayment of any Borrowing the Term Loan A pursuant to this Section 2.8, Borrower Funds Administrator shall be in an aggregate amount that is an integral multiple give irrevocable notice of $1,000,000 and such prepayment to Agent not less than $5,000,000. three (ii3) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date such prepayment is to be made, specifying (i) the date on which such prepayment is to be made, (ii) the amount of such prepayment, and (iii) the amount of the Prepayment Fee, if any, and accrued interest applicable to such prepayment. Such notice shall be accompanied by a certificate of a Responsible Officer of Borrower Funds Administrator on behalf of Borrower Funds Administrator stating that such payment is being made in the case compliance with this Section 2.8. Such notice of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) irrevocable and the aggregate principal amount of each Borrowing or portion thereof the Term Loan A so specified to be prepaid, together with accrued interest thereon and may be given by telephone or in writing (andthe applicable Prepayment Fee, if given by telephoneany, and any other amounts required to be paid in accordance with Section 2.7, if any, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided thatset forth in such notice. (c) Unless the terms of Section 9.2 otherwise apply, if Borrowers may prepay all or a notice of voluntary prepayment is given in connection with a conditional notice of termination portion of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked (i) Term Loan A in accordance with the terms of this Section 2.092.8 so long as (A) Excess Availability would be greater than or equal to $5,000,000 (without giving effect to any limitations resulting from the minimum Excess Availability covenant contained in paragraph 6 of Exhibit B-1) immediately after giving effect to such payment, (B) Borrowers provide projections to Agent, in form and substance reasonably satisfactory to Agent, demonstrating that Excess Availability shall be at least $5,000,000 (without giving effect to any limitations resulting from the minimum Excess Availability covenant contained in paragraph 6 of Exhibit B-1) at the end of each of the nine (9) consecutive months following such prepayment after giving pro forma effect to such prepayment, (C) no Default or Event of Default shall have occurred and is continuing as of the date of such prepayment or would result therefrom, and (D) Borrowers provide a certificate certified by a Responsible Officer of Parent certifying that the Fixed Charge Coverage Ratio, calculated (x) on a pro forma basis after giving effect to such prepayment as if such prepayment occurred on the first day of the four Fiscal Quarter period ended on or before the occurrence of such prepayment and (y) deducting all non-financed Capital Expenditures, is at least 1.25 to 1.00, together with supporting documentation in respect of such certification, in each case in form and substance reasonably satisfactory to Agent (“Term Loan Payment Conditions”); (ii) Term Loan D, so long as (A) the Term Loan Payment Conditions have been satisfied, (B) no Revolving Loans are outstanding at the time of and after giving effect to such prepayment, and (C) such prepayment is made (x) after both the calculation of Excess Cash Flow is made and any payment required to be made from Excess Cash Flow is made, in each case pursuant to Sections 2.9(e) and (g), and such payment is not in excess of 50% of such Excess Cash Flow and (y) with any Declined Prepayment Amount, at the time such payment would have been required to be made. (d) All prepayments made pursuant to this Section 2.8 shall be designated as a prepayment pursuant to this Section 2.8 on the applicable wire. Promptly following receipt The amount of any such notice, the Administrative Agent shall advise the Lenders partial prepayment of the details principal balance of the Term Loan A shall not be less than $250,000 or, if in excess thereof, in integral multiples of $50,000 in excess thereof. The amount of any partial prepayment of the principal balance of any Revolving Loan shall not be less than $100,000 or, if in excess thereof, in integral multiples of $100,000 in excess thereof.

Voluntary Prepayments. (i) The Borrower mayshall have the right to prepay Loans and Swingline Loans, at any time and from time to timein each case, without premium or penalty but subject to Section 2.14(c)penalty, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 part from time to time on the following terms and not less than $5,000,000.conditions: (iia) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify give the Administrative Agent not at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) being prepaid, which notice shall be given by the Borrower no later than 12:00 1:00 p.m. (New York City time) (Ai) on the date of prepayment, in the case of prepayment of Base Rate BorrowingsLIBOR Loans, or (B) at least three Business Days prior to the date of prepayment, and (ii) in the case of ABR Loans on the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; 715000788 12406500715000788 12406500 (b) each partial prepayment of Eurodollar Rate Borrowings(i) LIBOR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans; and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type of each Borrowing or portion thereof Loans to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and At the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loans of a conditional notice of termination Defaulting Lender. Notwithstanding the foregoing (and as provided in clause (1) of the Commitments as contemplated by proviso to Section 2.092.17(a)), then such notice of prepayment the Borrower may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt not prepay Extended Loans of any Extension Series unless such notice, the Administrative Agent shall advise the Lenders prepayment is accompanied by a pro rata repayment of Existing Loans of the details thereofSpecified Existing Commitment Class of the Existing Class from which such Extended Loans and Extended Commitments were converted (or such Loans and Commitments of the Existing Class have otherwise been repaid and terminated in full).

Voluntary Prepayments. (i) The Each Borrower may, upon notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that each partial voluntary that: (a) such notice must be received by the Administrative Agent by no later than 2:00 p.m.: (i) three (3) Business Days prior to any date of prepayment of any Borrowing shall be Eurocurrency Rate Loans denominated in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Dollars; (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the any date of prepayment, in the case of prepayment of Eurodollar Eurocurrency Rate BorrowingsLoans denominated in Alternative Currencies, (iii) five (5) Business Days prior to any date of prepayment of RFR Loans; and (iv) one (1) Business Day prior to any date of prepayment of Reference Rate Loans; and (b) any prepayment of Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 (or such lesser amount as the Administrative Agent may agree in its sole discretion) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof such prepayment and which Loan such prepayment is to be prepaidapplied to. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s Lender Percentage of such prepayment. If such notice is given by telephone or a Borrower, such Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; , provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked that if such payment is not so made, the prepayment notice shall be deemed revoked. Any prepayment of termination is revoked a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4 hereof. Subject to Section 3.6, each prepayment of a Loan (other than any Temporary Increase Loan) shall be applied to the Obligations of such Borrower held by each Lender in accordance with Section 2.09. Promptly following receipt its respective Share of any Commitments with respect to such notice, the Administrative Agent shall advise the Lenders of the details thereofLoan.

Voluntary Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), voluntarily prepay any Borrowing the Loans in whole or in partpart (a “Voluntary Prepayment”) in an amount equal to the sum of (x) the aggregate principal amount of the Loans being prepaid, (y) the applicable Prepayment Amount and (z) all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.04; provided that each partial voluntary prepayment of any Borrowing shall (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. p.m., two (New York City time2) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the any date of prepayment, prepayment and (ii) any prepayment shall be in an aggregate principal amount of at least the case lesser of prepayment (A) $5,000,000 and (B) the entire principal amount of Eurodollar Rate Borrowingsthe Loans then outstanding. Each such notice (a “Voluntary Prepayment Notice”) shall specify the prepayment date (which of such prepayment, the amount of principal being prepaid and the applicable Prepayment Amount determined as set forth in the definition thereof. The Borrower shall make such prepayment, together with all accrued interest thereon and the related Prepayment Amount and any additional amounts required pursuant to Section 3.04 on the date specified in such Voluntary Prepayment Notice, and all such amounts shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified thereinsuch date; provided that, if that a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated Voluntary Prepayment Notice delivered by Section 2.09, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment certain events, including the closing of other credit facilities, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such notice conditions are not satisfied. Any Voluntary Prepayment described in this Section 2.04 shall be made to the Administrative Agent for the ratable accounts of termination is revoked the Lenders. The Administrative Agent shall forward to each Lender its Ratable Share of such payment. All Voluntary Prepayments and Voluntary Prepayment Notices shall be made and given in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereof6.12.

Voluntary Prepayments. (i) The Voluntary prepayments may be made on any Loans hereunder selected by the Borrower may, on a pro rata basis to the Lenders in accordance with their respective interests therein at any time and from time to time, par without premium or penalty but subject to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepaymentexcept, in the case of prepayment of Loans other than Base Rate BorrowingsLoans, or amounts payable pursuant to Section 3.05); provided, however, that: (BA) (1) in the case of Loans other than Swing Line Loans, (x) notice thereof must be received by 11:00 a.m. by the Administrative Agent at least three (3) Business Days prior to the date of prepayment, in the case of Eurodollar Rate Loans and (y) one (1) Business Day prior to the date of prepayment, in the case of Base Rate Loans and (2) any such prepayment shall be a minimum principal amount of (x) $5,000,000 and integral multiples of $1,000,000 in excess thereof, in the case of Eurodollar Rate Borrowings. Each Loans and (y) $1,000,000 and integral multiples of $500,000 in excess thereof, in the case of Base Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; and (B) in the case of Swing Line Loans, (1) notice thereof must be received by the Swing Line Lender by 1:00 p.m. on the date of prepayment (with a copy to the Administrative Agent) and (2) any such notice shall specify the prepayment date (which shall be a Business Day) and in the same minimum principal amounts as for advances thereof (or any lesser amount of each Borrowing or portion thereof to be prepaid, and that may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writingacceptable to the Swing Line Lender). Each such notice of voluntary prepayment hereunder shall be irrevocable, irrevocable and shall specify the date and amount of prepayment and the principal amount Loans and Types of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided thatLoans that are being prepaid and, if a Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that the Borrower may rescind any notice of voluntary prepayment is given in connection with hereunder if such prepayment would have resulted from a conditional notice refinancing or other repayment of termination all of the Commitments as contemplated by Section 2.09Loans and Commitment, then and such refinancing or the transactions giving rise to such prepayment shall not have been consummated or shall otherwise have been delayed. The Administrative Agent will give prompt notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt to the applicable Lenders of any such noticeprepayment on the Loans and the Lender’s interest therein. Prepayments of Eurodollar Rate Loans hereunder shall be accompanied by accrued interest on the amount prepaid and breakage amounts, the Administrative Agent shall advise the Lenders of the details thereofif any, under Section 3.05.

Voluntary Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Term B Loans and Revolving Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall (A) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (New York City time1) three Business Days prior to any date of prepayment of Eurodollar Loans and (A2) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or Loans; (B) at least three Business Days prior to the date of prepayment, in the case of any prepayment of Eurodollar Loans or Base Rate BorrowingsLoans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice of prepayment delivered pursuant to this Section 2.05 shall specify the date and amount of such prepayment, whether the prepayment date (which shall is to be a Business Day) made with respect to Revolving Loans and/or Term B Loans and the principal amount Type(s) of each Borrowing or portion thereof Loans to be prepaid and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each affected Lender of its receipt of each such notice, and may be of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by telephone or the Borrower and not withdrawn, the Borrower shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05; provided that, if a notice of voluntary prepayment is given that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a conditional notice of termination prepayment in full) shall instead be paid on the next occurring Interest Payment Date. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders their respective Applicable Percentages in respect of the details thereofrelevant Facility. Each prepayment of Term B Loans pursuant to this Section 2.05 shall be applied to the remaining scheduled installments of Term B Loans to be made pursuant to Section 2.07(a) pro rata (based on the then remaining amounts of such remaining installments).

Voluntary Prepayments. (ia) The Borrower may, at At any time and from time to time, without premium or penalty but subject the Borrowers shall have the right to Section 2.14(c)prepay the Loans, prepay any Borrowing in whole or in part, together with accrued interest to the date of prepayment, without premium or penalty (except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m. three Business Days prior to each intended prepayment of LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans; provided that (i) each partial voluntary prepayment of any Borrowing Base Rate Loans shall be in an aggregate principal amount that is of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, and each partial prepayment of LIBOR Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 and not in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000. 3,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iiiii) To make unless made together with all amounts required under Section 2.18 to be paid as a voluntary consequence of such prepayment, a prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (New York City time) (A) of a LIBOR Loan may be made only on the date last day of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate BorrowingsInterest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment date (which shall be a Business Day) and the aggregate principal amount and Type of each Borrowing or portion thereof the Loans to be prepaid, and may be given by telephone or in writing prepaid (and, if given by telephonein the case of LIBOR Loans, shall promptly be confirmed in writingthe Interest Period of the Borrowing pursuant to which made). Each such notice , and shall be irrevocable, irrevocable and shall bind the principal amount of each Borrowing specified therein shall become due and payable Borrowers to make such prepayment on the prepayment date terms specified therein; provided that. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, if subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of voluntary prepayment is given in connection with a conditional under this Section 2.7(a), the Administrative Agent will give prompt notice of termination of thereof to the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked Tranche 1 Lenders; provided that if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such noticehas also been furnished to the Tranche 1 Lenders, the Administrative Agent shall advise have no obligation to notify the Tranche 1 Lenders with respect thereto. (b) Each prepayment of the details thereofLoans made pursuant to this Section 2.7 shall be applied ratably among the Tranche 1 Lenders holding the Loans being prepaid, in proportion to the principal amount held by each.

Voluntary Prepayments. (iSubject to the payment of any prepayment or repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The and any other fees or amounts payable hereunder at such time, the Borrower may, at any time and upon written notice from time the Borrower to timethe Administrative Agent, without premium or penalty but subject to Section 2.14(c)voluntarily prepay the Loans, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall provided, that, (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent received not later than 12:00 p.m. 11:00 a.m. five (New York City time5) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepaymentprepayment and (ii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in if less, the case of prepayment of Eurodollar Rate Borrowingsentire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment date (which shall be a Business Day) and the principal payment amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary . Any prepayment is given in connection with a conditional notice of termination pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Commitments as contemplated by Loans prepaid, (y) the prepayment or repayment premium required under Section 2.092.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, then costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such notice prepayment shall be applied first, to outstanding Term C Loans (if any), second, to outstanding Term B Loans (if any) and third, to outstanding Term A Loans. Each such prepayment shall be applied to the Loans of prepayment may be revoked if such notice of termination is revoked the Lenders in accordance with Section 2.09. Promptly following receipt their respective Applicable Percentages in respect of any such notice, the Administrative Agent shall advise the Lenders each of the details thereofrelevant Facilities.

Voluntary Prepayments. (ia) The Borrower may, at any time and from time prior to 11:00 A.M. Dallas, Texas time, without premium or penalty but subject upon at least three Business Days' written notice by the Borrower to Section 2.14(c)the Administrative Agent in the case of Eurodollar Loans, and prior to 9:00 A.M. Dallas, Texas time, upon two Business Days' written notice on any Business Day in the case of Base Rate Loans, prepay any Borrowing Revolving Loans and/or Term B Loans, as the Borrower may elect, in whole or in part; provided that each partial voluntary prepayment , in amounts of any Borrowing shall be in an aggregate amount that is $1,000,000 or an integral multiple of $1,000,000 and not less than $5,000,000500,000 in excess thereof. (iib) To make a voluntary Any notice of prepayment delivered pursuant to this Section 2.11(a)(i)2.06 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans and the Type of Loans to be prepaid. The Administrative Agent will promptly notify each affected Bank thereof and of such Bank's pro rata portion of such prepayment. If such notice is given by the Borrower and not withdrawn, the Borrower shall notify make such prepayment, and the Administrative Agent not later than 12:00 p.m. (New York City time) (A) payment amount specified in such notice shall be due and payable, on the date of prepaymentspecified therein together with accrued interest to each such date on the amount prepaid and the amounts, if any, required pursuant to Section 4.04; provided that interest to be paid in the case of connection with any such prepayment of Base Rate Borrowings, or Loans (Bother than a prepayment in full) at least three Business Days prior shall instead be paid on the next occurring Interest Payment Date. (c) Any prepayment of Term B Loans pursuant to this Section 2.06 shall be applied to the date remaining scheduled installments of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof Term B Loans to be prepaid, and may be given by telephone or in writing made pursuant to Section 2.08(a) pro rata (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable based on the prepayment date specified therein; provided that, if a notice then remaining amounts of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofremaining installments).

Voluntary Prepayments. (i) The Borrower may, at any time and from time to time, Loans may be repaid in whole or in part without premium or penalty but subject to Section 2.14(c)(except in the case of Loans other than Base Rate Loans, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment amounts payable pursuant to Section 2.11(a)(i3.05); provided that: (i) in the case of Loans other than Swingline Loans, the Borrower shall notify the Administrative Agent not later than (A) notice thereof must be received by 12:00 p.m. noon (New York City time) (A) on by the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) Administrative Agent at least three (3) Business Days prior to the date of prepayment, in the case of Eurodollar Rate Loans, and one (1) Business Day prior to the date of prepayment, in the case of Base Rate Loans, (B) any such prepayment shall be a minimum principal amount of (x) $500,000 and integral multiples of $100,000 in excess thereof, in the case of Eurodollar Rate Borrowings. Each Loans and (y) $500,000 and integral multiples of $100,000 in excess thereof, in the case of Base Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; and (ii) in the case of Swingline Loans, (A) notice thereof must be received by the Swingline Lender by 1:00 p.m. (New York City time) on the date of prepayment (with a copy to the Administrative Agent), and (B) any such notice shall specify the prepayment date (which shall be a Business Day) and in the same minimum principal amounts as for advances thereof (or any lesser amount of each Borrowing or portion thereof to be prepaid, and that may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writingacceptable to the Swingline Lender). Each such notice of voluntary prepayment hereunder shall be irrevocableirrevocable and shall specify the date and amount of such prepayment, the Loans and Types of Loans that are being prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the principal amount Lender’s interest therein. Prepayments of each Borrowing specified therein Eurodollar Rate Loans hereunder shall become due and payable be accompanied by accrued interest on the prepayment date specified therein; provided thatamount prepaid and breakage or other amounts due, if any, under Section 3.05. Notwithstanding the foregoing, a notice of voluntary prepayment is given in connection with a conditional notice of termination of delivered by the Commitments as contemplated by Section 2.09, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or other contingent events, in which case such notice may be revoked if such by the Borrower (by notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, to the Administrative Agent shall advise on or prior to the Lenders of the details thereofspecified effective date) if such condition is not satisfied.

Voluntary Prepayments. (i) The Borrower may, at any time and from time shall have the right to time, prepay Loans without premium or penalty but subject to Section 2.14(c)penalty, prepay any Borrowing in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall be part from time to time on the following terms and conditions and in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000.accordance with Section 5.2(f): (iia) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify give the Administrative Agent not at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of SOFR Loans) the specific Borrowing(s) being prepaid, which notice shall be given by the Borrower no later than 12:00 1:00 p.m. (New York City time) (Ai) on the date of prepayment, in the case of prepayment of Base Rate BorrowingsSOFR Loans, or three (B3) at least three U.S. Government Securities Business Days prior to the date of prepayment, such prepayment and (ii) in the case of ABR Loans on the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Eurodollar Rate Borrowings(i) SOFR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding SOFR Loans at such time, and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof or a lesser amount to the extent such lesser amount represents the entire aggregate outstanding ABR Loans at such time; provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such SOFR Loans; and (c) any prepayment of SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of, including any breakage costs as set forth in, Section 2.11. Each such notice shall specify the date and amount of such prepayment date (which shall be a Business Day) and the principal amount Type of each Borrowing or portion thereof Loans to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and At the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loans of a conditional notice of termination of Defaulting Lender. Notwithstanding anything to the Commitments as contemplated by Section 2.09contrary contained in this Agreement, then any such notice of prepayment pursuant to Section 5.1 may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities or other transactions), in which case such notice may be revoked if such by the Borrower (by written notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, to the Administrative Agent shall advise on or prior to the specified effective date) if such condition is not satisfied. The Borrower may repay Revolving Loans without having to ratably repay Term Loans and, subject to Section 5.2(f), may repay Term Loans without having to ratably repay Revolving Loans; provided that any repayments of Revolving Loans must be repaid ratably among Revolving Lenders and any voluntary repayments of Term Loans must be repaid ratably among the details thereofTerm Lenders.

Voluntary Prepayments. Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law and except as set forth below in clause (i) The Borrower mayf), in whole or in part at any time and from time to time on the following terms and conditions: (a) Borrower shall give the Administrative Agent prior to 12:00 Noon (New York time) at its Notice Office at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans and the amount of such prepayment, without premium or penalty but subject which notice the Administrative Agent shall promptly transmit to Section 2.14(c), prepay any Borrowing in whole or in part; provided that each partial voluntary of the Lenders; (b) each prepayment of any Borrowing shall be in an aggregate principal amount that is an integral multiple of at least $1,000,000 and not less than $5,000,000.or such lesser amount of a Loan which is outstanding; (iic) To make a voluntary at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, Borrower shall pay the amounts required pursuant to Section 2.11(a)(i)1.10, together with accrued and unpaid interest on the amount being prepaid; (d) Borrower shall notify may, upon five Business Days’ written notice to the Administrative Agent not later than 12:00 p.m. (New York City time) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepayment, in the case of prepayment of Eurodollar Rate Borrowings. Each such notice shall specify the prepayment date its Notice Office (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders promptly transmit to each of the details thereofLenders), prepay all Loans, together with accrued and unpaid interest and other amounts owing to the Lender; (e) except as expressly provided in the preceding clause (d), each prepayment shall be applied pro rata among the Loans; and (f) if such prepayment is made on or prior to the second anniversary of the Closing Date, Borrower shall pay a prepayment premium equal to 10% of the principal amount being prepaid.

Voluntary Prepayments. (i) The Any Borrower Party may, upon notice to Administrative Agent, at any time and or from time to time, without premium or penalty but subject to Section 2.14(c), time voluntarily prepay any Borrowing Loans in whole or in partpart without premium or penalty; provided that each partial voluntary prepayment of any Borrowing shall that: (a) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 a form acceptable to Administrative Agent and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the be received by Administrative Agent not later than 12:00 p.m. 1:00 p.m.: (New York City timei) three (A3) Business Days prior to any date of prepayment of LIBOR Rate Loans; and (ii) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, Loans; (b) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (Bc) at least three Business Days prior to the date any prepayment of prepaymentBase 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 case of prepayment of Eurodollar Rate Borrowingsentire principal amount thereof then outstanding. Each such notice shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and may be of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by telephone or a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; therein (provided thatthat the failure to make such payment shall not give rise to a Potential Default or Event of Default hereunder). Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest thereon, if a notice of voluntary together with any additional amounts required pursuant to Section 4.05. Subject to Section 2.17, each such prepayment is given in connection with a conditional notice of termination of shall be applied to the Commitments as contemplated Obligations held by Section 2.09, then such notice of prepayment may be revoked if such notice of termination is revoked each Lender in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the details thereofits respective Applicable Percentage.

Voluntary Prepayments. (iSubject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The and any other fees or amounts payable hereunder at such time, the Borrower may, at any time and upon written notice from time the Borrower to timethe Administrative Agent, without premium or penalty but subject to Section 2.14(c)voluntarily prepay the Loans, prepay any Borrowing in Dollars, in whole or in part; provided that each partial voluntary prepayment of any Borrowing shall provided, that, (i) such notice must be in an aggregate amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (ii) To make a voluntary prepayment pursuant to Section 2.11(a)(i), the Borrower shall notify the Administrative Agent received not later than 12:00 p.m. 11:00 a.m. three (New York City time3) (A) on the date of prepayment, in the case of prepayment of Base Rate Borrowings, or (B) at least three Business Days prior to the date of prepaymentprepayment and (ii) any such prepayment shall be in a principal amount of $2,500,000 or a whole multiple of $1,000,000 in excess thereof (or, in if less, the case of prepayment of Eurodollar Rate Borrowingsentire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment date (which shall be a Business Day) and the principal payment amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or specified in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided provided, that, if a notice of voluntary prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.09, then such notice expressly states that it is conditioned upon the effectiveness of prepayment other credit facilities or the closing of a specified transaction, such notice may be revoked by the Borrower (by notice in writing to the Administrative Agent on or prior to the specified effective date) if such notice condition is not satisfied. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued and unpaid interest on the principal amount of termination is revoked the Loans prepaid, (y) the repayment premium required under Section 2.03(d) (if applicable) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. The principal component of each such prepayment of the Loans shall be applied to the principal repayment installments thereof under Section 2.05 as elected by the Borrower in writing (or, if not so elected in the direct order of maturity). Each such prepayment shall be applied to the Loans of the Lenders in accordance with Section 2.09. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders their respective Applicable Percentages in respect of the details thereofTerm Facility.