Common use of Prepayments Clause in Contracts

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or fivefive Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, (C) one Business Day prior to the date of prepayment of SOFR Daily Floating Rate Loans, and (CD) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans, SOFR Daily Floating Rate Loans or Alternative Currency Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day’s notice from to Administrative Agent in the Company case of the Base Rate Loans, and at least three (3) Banking Days’ notice to Administrative Agent in the case of LIBOR Loans, prepay the Ratable Loans, in whole or in part, provided that (1) any partial prepayment under this Section shall be in integral multiples of One Million Dollars ($1,000,000); and (2) each prepayment under this Section shall include, at Administrative Agent’s option, at any time all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only if so provided in the Bid Rate Loan Request, and otherwise with the consent of the Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time voluntarily on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay Revolving Credit Loans and Term any Swingline Loans in whole or in part without premium or penalty; provided that in amounts aggregating at least One Hundred Thousand Dollars (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans$100,000), and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole an integral multiple of the Dollar Equivalent thereof; and One Hundred Thousand Dollars (iv$100,000) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the date and principal amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are together with accrued interest thereon to be prepaid, the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and prepayment by initiating a wire transfer of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant Swingline Loans no later than 1:00 P.M. (New York City time) on such day and Borrower shall deliver a federal reference number evidencing such wire transfer to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each Administrative Agent as soon as available thereafter on such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesday.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, may at any time or and from time to time voluntarily prepay Revolving Credit Loans and Term Loans Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that (i) such in the last sentence of this Section 2.08(a)), upon notice must be in a form acceptable delivered to the Administrative Agent and received by the Administrative Agent not no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m. (A) two a.m., London time), not less than three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or fivethereto, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Eurocurrency Loans, and (C) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid andprepaid; provided that, if Term SOFR a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent and Lenders shall be entitled to assume that the Loans or Alternative Currency Term Rate Loans contemplated by such notice are to be prepaid, made unless the Interest Period(s) Administrative Agent shall have received written notice revoking such notice of prepayment on or prior to the date of such Loansprepayment). The Upon receipt of any such notice the Administrative Agent will shall promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)thereof. If any such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of any Loan shall be accompanied by all Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid, together with any additional . Partial prepayments of Revolving Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts required pursuant to Section 3.05determined by the Administrative Agent in the case of Alternative Currency). Each In the case of each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) shall to be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17repaid, each and such prepayment shall be paid to the appropriate Lenders in accordance with their respective Applicable Percentages in respect pro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 12 months after the Incremental Assumption Agreement No.1 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B-1 Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.16(c) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the relevant Facilitiesaggregate principal amount of the Term B-1 Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event.

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

Prepayments. (a) Each Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon at least one (1) Banking Day’s notice from to Administrative Agent in the Company case of the Base Rate Loans, and at least three (3) Banking Days’ notice to Administrative Agent in the case of LIBOR Loans, prepay Ratable Loans, in whole or in part, provided that (1) any partial prepayment under this Section shall be in integral multiples of One Million Dollars ($1,000,000); and (2) each prepayment under this Section shall include, at Administrative Agent’s option, at any time all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Borrower shall have the right to prepay Bid Rate Loans only if so provided in the Bid Rate Loan Request, and otherwise with the consent of the Bank or the Designated Lender that funded the Bid Rate Loan that Borrower desires to prepay. Borrower may, from time to time voluntarily on any Banking Day so long as prior notice is given to Administrative Agent and Swingline Lender no later than 1:00 p.m. (New York City time) on the day on which Borrower intends to make such prepayment, prepay Revolving Credit Loans and Term any Swingline Loans in whole or in part without premium or penalty; provided that in amounts aggregating at least One Hundred Thousand Dollars (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans$100,000), and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole an integral multiple of the Dollar Equivalent thereof; and One Hundred Thousand Dollars (iv$100,000) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire aggregate outstanding principal amount thereof of all Swingline Loans then outstanding. Each such notice shall specify ) by paying the date and principal amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are together with accrued interest thereon to be prepaid, the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and prepayment by initiating a wire transfer of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment principal and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Swingline Loans pursuant to this Section 2.05(ano later than 1:00 P.M. (New York City time) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each on such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesday.

Prepayments. (a) Each The Tranche A Borrowers may, upon notice to the Administrative Agent, TCCI may, upon notice to the Administrative Agent, and the Tranche C Borrower may, upon notice from the Company to the Administrative Australian Sub-Agent, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans and Term Loans made to it in whole or in part without premium or penaltypenalty (other than as provided in Section 3.5); provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Applicable Agent not later than 11:00 a.m. (x) in the case of Tranche A Loans, 12:00 noon (Central time), (A) two Business Days prior to any date of prepayment of Term SOFR LoansRate Loans denominated in US Dollars, (B) four three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term Rate Loans denominated in Alternative Currency Currencies, (C) two Business Days prior to any date of prepayment of XXXXX Loans, and (CD) on the date of prepayment of Base Rate Committed Loans bearing interest at the Base Rate pursuant to Section 3.2, (y) in the case of Tranche B Loans, 11:00 a.m. (Central time) (A) two Business Days prior to the date of any date of prepayment of Term Rate Loans and (B) on the date of prepayment of Canadian Prime Rate Loans or (z) in the case of Tranche C Loans, 11:00 a.m. (Central time) three Business Days prior to the date of any date of prepayment of Tranche C Loans; (ii) any partial prepayment of Term SOFR Loans other than Tranche B Loans denominated in Canadian Dollars and other than Tranche C Loans shall be in a principal amount of $1,000,000 US$50,000,000 or a whole multiple of US$1,000,000 in excess thereof; (iii) any partial prepayment of Alternative Currency Tranche B Loans denominated in Canadian Dollars shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 CDN$5,000,000 or a whole multiple of the Dollar Equivalent CDN$500,000 in excess thereof; and (iv) any partial prepayment of Base Rate Tranche C Loans shall be in a principal amount of $500,000 A$5,000,000 or a whole multiple of $100,000 A$500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount and currency of such prepayment prepayment, and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Applicable Agent will promptly notify each appropriate Lender of its receipt of each such noticenotice and the contents thereof, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on of such Lender’s Applicable Percentage in respect of the relevant Facility)Committed Loans. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term Rate Loan or a Tranche C Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Each such prepayment of the outstanding Term Committed Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Committed Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Prepayments. (a) Each The Borrower may, upon notice from shall have the Company to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loans and Term Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (ior telephonic notice promptly confirmed in writing) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not no later than 11:00 a.m. (Ai) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currenciesany Eurodollar Borrowing, 11:00 a.m. (New York time) not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Alternative Currency Loanssuch prepayment, and (Ciii) in the case of Swingline Borrowings, prior to 11:00 a.m. (New York time) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount and currency of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Term SOFR Loans each Borrowing or Alternative Currency Term Rate Loans are portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.11(d); provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.17. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each Loans comprising such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesBorrowing.

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

Prepayments. (a) Each Except as otherwise provided in this Agreement (including, without limitation, the other terms and provisions of this Section 2.7 and Section 7.4 hereof), Borrower shall not have the right to prepay the Loan in whole or in part. Prior to December 6, 2026 (such period from and after December 6, 2026, the “Open Prepayment Period”), Borrower may, upon notice from the Company to the Administrative Agentprovided no Event of Default has occurred and is continuing, at its option and upon thirty (30) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion), prepay the Debt in whole (and not in part except as otherwise provided in this Agreement) on any Business Day together with payment to Lender of the Yield Maintenance Premium. On and after the first Business Day of the Open Prepayment Period, Borrower may, provided no Event of Default has occurred and is continuing, at its option and upon ten (10) days prior notice to Lender (or such shorter period of time as may be permitted by Lender in its sole discretion or from time to time voluntarily as otherwise may be provided herein), prepay Revolving Credit Loans and Term Loans the Debt in whole or in part on any Business Day without payment of any prepayment premium or penalty; provided that penalty (i) such notice must be in a form acceptable including, without limitation, any Yield Maintenance Premium). Notwithstanding anything to the Administrative Agent contrary herein, Borrower shall have the right to make a prepayment in part in accordance with the terms and received by the Administrative Agent not later than 11:00 a.m. conditions of this Section 2.7(a) in order to cure a Trigger Period pursuant to clause (AA)(ii) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior definition thereof, but subject to any date of prepayment of Alternative Currency Loans, the terms and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount conditions of the Dollar Equivalent definition of $1,000,000 or a whole multiple Trigger Period and other provisions of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinthis Agreement. Any prepayment received by Lender on a date other than a Monthly Payment Date shall include interest which would have accrued thereon to the end of any Loan the Interest Accrual Period during which such payment is made (such amounts, the “Interest Shortfall”) and such amounts (i.e., principal and interest prepaid by Borrower) shall be accompanied held by all accrued Lender as collateral security for the Loan in an interest bearing Eligible Account at an Eligible Institution, with interest accruing on such amounts to the amount prepaid, together with any additional benefit of Borrower; such amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) prepaid shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17Loan on the next Monthly Payment Date, each with any interest on such prepayment shall be funds paid to the Lenders in accordance with their respective Applicable Percentages in respect Borrower on such date provided no Event of each of the relevant FacilitiesDefault then exists.

Prepayments. (a) Each The Borrower may, upon written notice from the Company Borrower to the Administrative AgentAgent (or telephonic notice promptly confirmed in writing), at any time or from time to time voluntarily prepay Revolving Credit Loans and Term (or Loans of any Class) in whole or in part without premium or penaltypart; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two 1:00 p.m. (New York City time) three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Eurocurrency Rate Loans and (B) four Business Days 11:00 a.m. (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (CNew York City time) on the date of prepayment of Base Rate Loans; and (ii) (A) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; of $500,000 in excess thereof and (iiiB) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of that are Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Class and Type(s) of Loans or L/C Borrowings to be prepaid and, if Term SOFR Loans or Alternative Currency Term Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied Notwithstanding anything to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17contrary herein, each such prepayment shall be applied by the Administrative Agent in accordance with the Post-Petition Intercreditor Arrangement and, with respect to any amounts applied to outstanding Obligations of any Class in accordance with the Post-Petition Intercreditor Arrangements, shall be applied ratably to the outstanding Obligations of such Class. Each such payment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesLoans (or Class(es) of Loans) or L/C Borrowings so prepaid so prepaid.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Benchmark Loans or (B) four five U.S. Government Securities Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, RFR Loans and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Benchmark Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans or RFR Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Benchmark Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. For the avoidance of doubt, any such conditional notice that does not result in a prepayment on the proposed prepayment date set forth in such notice shall be subject to the provisions of Section 3.05. Any prepayment of any a Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.16, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. Except as expressly provided in this Agreement, all prepayments of principal made by any Borrower pursuant to Section 4.4(e) through (ag) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that shall be applied (i) such notice must be in a form acceptable (1) if no Event of Default exists, to the Administrative Agent and received Scheduled Term Repayments of the Term Facility or Term Facilities designated by the Administrative Agent not later than 11:00 a.m. Company (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, amounts designated by Company); and (C2) on if an Event of Default exists, first to the date pro rata payment of prepayment the unpaid principal amount of Base Rate Loansthe Term Loans (with the applicable Term Percentage of such repayment to be applied as a repayment of each of the Term Facilities) and second to the pro rata payment of the then outstanding balance of the Multicurrency Revolving Loans and French Revolving Loans (pro rata among such Facilities) and the Cash Collateralization of LC Obligations; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount within each of the Dollar Equivalent of $1,000,000 or a whole multiple of foregoing Loans, first to the Dollar Equivalent thereof; and (iv) any prepayment payment of Base Rate Loans and second to the payment of Eurocurrency Loans; and (iii) with respect to Eurocurrency Loans, in such order as such Borrower shall request (and in the absence of such request, as Administrative Agent shall determine). Each prepayment of Term Loans made pursuant to Section 4.4(e) through (g) shall be in allocated within each Term Loan to reduce the remaining Scheduled Term Repayments on a principal pro rata basis. If any prepayment of Eurocurrency Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount of $500,000 or a whole multiple of $100,000 in excess thereof orless than the Minimum Borrowing Amount, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Borrowing shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to immediately be prepaid and, if Term SOFR Loans or Alternative Currency Term converted into Base Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender All prepayments shall include payment of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the principal amount so prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the payment of interest before application to principal repayment installments thereof in inverse order of maturityand shall include amounts payable, if any, under Section 3.5. Subject No payments made pursuant to Section 2.17Sections 4.3, each such prepayment 4.4, or 4.5 by any Borrower that is a Foreign Subsidiary shall be paid allocated to the Lenders in accordance with their respective Applicable Percentages in respect repayment of each of the relevant Facilitiesa U.S. Borrowing.

Prepayments. (a) Each Borrower may, upon notice from Voluntary Reduction of the Company to the Administrative Agent, Revolving Loan Commitment and Voluntary Prepayment of Term Loan. U.S. Borrowers may at any time or from time on at least five (5) days’ prior written notice to time Agent voluntarily prepay Revolving Credit Loans and all or part of the Term Loans in whole or in part Loan without premium or penaltypenalty subject to the payment of LIBOR Breakage Costs in accordance with Section 1.3(d), if applicable; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans such prepayments shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount integral multiples of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each of such notice shall specify the date and amount and currency of such prepayment and the Type(s(B) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and any partial prepayments of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to prepay the principal repayment scheduled installments thereof of the Term Loan in inverse stated order of maturity. Subject In addition, at any time, or at least five (5) days’ prior written notice by Borrower Representative to Agent, Borrowers may permanently reduce the Revolving Loan Commitment without premium or penalty subject to the payment of LIBOR Breakage Costs in accordance with Section 2.171.3(d), each if applicable; provided, however, that (A) any such prepayment shall be paid in the minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of such amount and (B) the Revolving Loan Commitment may not be permanently reduced to less than the Lenders outstanding balance of the Revolving Loan as of the date of such reduction (determined after giving effect to all prepayments and repayments made on such date). Any reduction of the Revolving Loan Commitment shall not result in a pro rata or any other reduction of the Canadian Sub-Limit, the L/C Sublimit or the Swing Line Commitment unless so designated by Borrower Representative; provided that any reduction of the Revolving Loan Commitment below the Canadian Sub-Limit, the L/C Sublimit or the Swing Line Commitment then in effect shall reduce the Canadian Sub-Limit, the L/C Sublimit or the Swing Line Commitment, as applicable, by a like amount. In addition, Borrowers may, at any time terminate the Revolving Loan Commitment on at least ten (10) Business Days’ prior written notice to Agents, which termination may be revoked or deferred by Borrowers; provided, that upon such termination, all Revolving Loans shall be immediately due and payable in full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with their respective Applicable Percentages this Agreement. Any reduction in respect of the Revolving Loan Commitment shall be made on pro rata basis among the Lenders based on each of Lender’s Revolving Loan Commitment. Any reduction in the relevant FacilitiesRevolving Loan Commitment shall be made on a pro rata basis among the Lenders based on each Lender’s Pro Rata Share.

Prepayments. (a) Each The Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent, (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in on the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Adjusted Daily SOFR Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Adjusted Daily SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, such notice may specify that such prepayment is conditioned upon the consummation of a particular transaction or refinancing of the Indebtedness hereunder. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any prepayment of Term SOFR Loans, any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower mayAny Obligor may prepay its Base Rate Loans upon prior notice to the Administrative Agent (which shall promptly notify the Lenders), which notice shall specify the prepayment date (which shall be a Business Day) and the amount of the prepayment (which shall be at least $5,000,000 or any whole multiple of $1,000,000 in excess thereof or the remaining aggregate principal balance outstanding on the Notes) and shall be irrevocable and effective only upon notice from the Company to receipt by the Administrative Agent, at any time or from time provided that interest on the principal prepaid, accrued to time voluntarily the prepayment date, shall be paid on the prepayment date. Any Obligor may prepay Revolving Credit its Eurodollar Loans and Term Fixed Rate Loans on the same condition as for Base Rate Loans and in whole addition such prepayments of Eurodollar Loans and Fixed Rate Loans shall be subject to the terms of Section 5.05 and shall be in an amount equal to all of the Eurodollar Loans and Fixed Rate Loans for such Obligor for the Interest Period prepaid. (b) If, after giving effect to any termination or reduction of the Aggregate Commitments pursuant to Section 2.03, the outstanding aggregate principal amount of the Loans exceeds the Aggregate Commitments, the Obligors shall prepay the Loans on the date of such termination or reduction in part an aggregate principal amount equal to the excess, together with interest on the principal amount paid accrued to the date of such prepayment. 18 (c) Prepayments permitted or required under this Section 2.07 shall be without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of , except as required under Section 5.05 for prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Eurodollar Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Eurocurrency Rate Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent 500,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment All repayments of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.03(a) shall be applied to allocated pro rata based on the principal repayment installments thereof in inverse order Revolving Credit Exposure of maturity. Subject to Section 2.17, each such prepayment shall be paid to the respective Lenders in accordance with their respective Applicable Percentages in respect of each on the date of the relevant Facilities.repayment. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the Loans, which refinancing will not be consummated or will otherwise be delayed. (b) If the Administrative Agent or the Calculation Agent notifies the Borrower at any time that a Borrowing Base Deficiency exists at such time (the date of such notice, the “Borrowing Base Deficiency Notice Date”), then the Borrower shall (i) give notice to the Administrative Agent and Lenders of its intent to cure any Borrowing Base Deficiency by 5:00 p.m. on the Business Day following the delivery of notice via electronic mail to the Borrower of the Borrowing Base Deficiency arose (unless Borrower has actually cured such Borrowing Base Deficiency by such time) and (ii) cure any Borrowing Base Deficiency by 5:00 p.m. on the fourth Business Day after the Borrowing Base Deficiency Notice Date by either (A) repaying outstanding Loans, selling Collateral Assets and depositing the proceeds of such sale into the Collateral Account or transferring additional Eligible Collateral Assets, Cash or Cash Equivalents to the Collateral 25

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

Prepayments. (a) Each Borrower mayshall have the right to prepay any of its Borrowings, upon notice from the Company to the Administrative Agentwithout premium or penalty, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) such Borrower shall give the Administrative Agent written notice (or penalty; provided that telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of SOFR Loans) the specific Borrowing(s) to be prepaid, which notice shall be given by such Borrower no later than (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 case of any Revolving Credit Loan, 10:00 a.m. (ANew York time) two three (3) Business Days prior to any the date of such prepayment of Term SOFR Loans, and (Bii) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency LoansSwingline Loan, and no later than 10:00 a.m. (CNew York time) on the date of such prepayment, and, in each case, shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Revolving Credit Loans shall be in an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 or 5,000,000; provided that no partial prepayment SOFR Loans made pursuant to a whole multiple thereofsingle Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for SOFR Loans; (iiic) any each partial prepayment of Alternative Currency Swingline Loans shall be in an amount that is a minimum principal amount of the Dollar Equivalent multiple of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof orthereof; (d) any such prepayments shall be applied first to any outstanding Swingline Loans and second to any Revolving Credit Loans; and (e) any prepayment of SOFR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by such Borrower with the applicable provisions of Section 2.11; provided further that at such Borrower’s election in connection with any prepayment pursuant to this Section 5.1, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each such notice prepayment of a Borrowing of Revolving Credit Loans shall specify be applied ratably to the date Revolving Credit Loans included in the prepaid Borrowing. In the event and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lenderoccasion that the Revolving Credit Exposure with respect to any Borrower exceeds such Borrower’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanySublimit, the applicable Borrower shall make such prepayment prepay the applicable Loans and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment applicable Letter of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesCredit Exposure.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Rate Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.16, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) four three Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans, and subject to Section 3.05, any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 11:30 a.m. (A) two Business three Eurocurrency Banking Days prior to any date of prepayment of Term SOFR LoansEurocurrency Rate Loans denominated in Dollars, (B) four Business Eurocurrency Banking Days (or fivefive Eurocurrency Banking Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currency LoansCurrencies, (C) four RFR Business Days prior to any date of prepayment of RFR Loans and (CD) on the date of prepayment of Base Rate Loans or Swingline Loans; (ii) any prepayment of Term SOFR Eurocurrency Rate Loans or RFR Loans shall be in a principal amount of $1,000,000 or a whole multiple any amount in excess thereof; and (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans or Swingline Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 any amount in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the applicable Borrower making such prepayment, the date and amount and currency of such prepayment, whether such prepayment is of Revolving Credit Loans, Term Loans or Swingline Loans and the Type(s) of Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans or Alternative Currency Term Rate RFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Commitment Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment of Loans in whole in connection with a refinancing of all Obligations hereunder may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied, in which case such prepayment and payment shall not be due and payable. Any prepayment of any a Eurocurrency Rate Loan or RFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.5. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.3(a) shall be applied to the principal repayment installments thereof in inverse order of as directed by the Company (excluding the final payment due at maturity). Subject to Section 2.172.12, each such prepayment of Revolving Credit Loans and Term Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages Commitment Percentage in respect of each of the relevant Facilities. Notwithstanding the foregoing, Swingline Borrowings may be prepaid pursuant to terms otherwise set forth in any applicable Treasury Management Agreement without giving effect to any minimum amounts or notice requirement set forth herein.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent (with a copy to the Collateral Administrator), at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans Loans, in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (Ax) two one Business Days Day prior to any date of prepayment of Term Daily SOFR LoansLoans denominated in Dollars, (By) four two Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, Loans and (Cz) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term Daily SOFR Loans or Alternative Currency Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent thereof; of $100,000 in excess thereof (other than any such prepayment which is funded solely with proceeds from the repayment of a Revolving Asset) and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (other than any such prepayment which is funded solely with proceeds from the repayment of a Revolving Asset) or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.12, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each Percentages. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the relevant FacilitiesLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) Each Borrower mayExcept as expressly provided in this Agreement, upon notice from the Company all prepayments of principal made by Borrowers pursuant to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that Section 4.4 shall be applied (i) such notice must be in a form acceptable first to the Administrative Agent payment of the unpaid principal amount of all outstanding Term Loans until paid in full, and received by second, if an Event of Default then exists, to the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date payment of prepayment the then outstanding balance of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Revolving Loans, and (C) the cash collateralization of LC Obligations and to the payment of the then outstanding balance of Overdraft Amounts, on a pro rata basis, with any excess being retained by the date of prepayment of Base Rate Loansapplicable Borrower; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount within each of the Dollar Equivalent of $1,000,000 or foregoing Loans under a whole multiple of particular Facility, first to the Dollar Equivalent thereof; and (iv) any prepayment payment of Base Rate Loans shall be in a principal amount under such Facility and second to the payment of $500,000 or a whole multiple of $100,000 in excess thereof orEurocurrency Loans under such Facility; and (iii) with respect to Eurocurrency Loans, in each case, if less, such order as Borrowers shall request (and in the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency absence of such prepayment and the Type(s) of Loans to be prepaid andrequest, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The as Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facilityshall determine). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans made pursuant to this Section 2.05(a4.4(c), (e) and (f) shall be applied to the Term Loans of each Term Facility pro rata according to the respective outstanding principal repayment installments amounts of the Term Loans of each Term Facility (in each case, within each Term Facility ratably to the remaining Scheduled Term Repayments thereof in inverse forward order of maturity). Subject If any prepayment of Eurocurrency Loans, denominated in Dollars, made pursuant to Section 2.17a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, each such prepayment Borrowing shall immediately be converted into Base Rate Loans denominated in Dollars. All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be paid applied to the Lenders in accordance with their respective Applicable Percentages in respect payment of each of the relevant Facilitiesinterest before application to principal and shall include amounts payable, if any, under Section 3.5.

Prepayments. (a) Each The Borrower shall have no optional right to prepay any principal amount of any Advance other than as provided in this Section 2.07. The Borrower may, upon at least three Business Days' prior written notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of a prepayment of Loans denominated a Eurodollar Rate Advance and one (1) Business Days' prior written notice to the Agent in Special Notice Currencies) prior to any date the case of a prepayment of Alternative Currency Loans, and (C) on the date of prepayment of a Base Rate Loans; Advance, in each case stating the proposed date (ii) any prepayment of Term SOFR Loans which shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iiiBusiness Day) any prepayment of Alternative Currency Loans shall be in a minimum and aggregate principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeprepayment, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If if such notice is given by the CompanyBorrower shall, prepay the applicable Borrower shall make such prepayment and outstanding principal amounts of the payment amount specified Advances comprising part of the same Borrowing in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaidwhole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment of a Borrowing comprised of Base Rate Advances (as opposed to any additional amounts required payment in full) shall be in an aggregate principal amount not less than $2,000,000 and an integral multiple of $1,000,000, and after giving effect thereto such Borrowing shall not have an outstanding principal amount less than $2,000,000, (y) each partial prepayment of a Borrowing comprised of Eurodollar Rate Advances (as opposed to any payment in full) shall be in an aggregate principal amount not less than $2,000,000 and an integral multiple of $1,000,000, and after giving effect thereto such Borrowing shall not have an outstanding principal amount less than $2,000,000; and (z) in the case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 3.058.04(b). Each voluntary prepayment of principal following the outstanding Term Loans pursuant Revolving Credit Termination Date shall reduce each subsequent installment of principal due under Section 2.05 by an amount equal to this the principal amount of such voluntary prepayment divided by the number of regular quarterly payments remaining due on the Notes under Section 2.05(a) 2.05. Notwithstanding the foregoing, any prepayment of principal following the Revolving Credit Termination Date resulting from a Borrowing Base Deficiency shall be applied to the installments of principal repayment installments thereof in inverse order of their maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (Ax) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies(1) prior to any a Term Benchmark Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (2) an RFR Borrowing, not later than 11:00 a.m., New York City time, five Business Days before the date of Alternative Currency Loansprepayment or (y) in the case of prepayment of a Base Rate Borrowing, and (C) not later than 11:00 a.m., New York City time, on the date of prepayment of Base Rate Loansprepayment; (ii) any prepayment of Term SOFR Benchmark Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or RFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Benchmark Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.16, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 8:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) one Business Day prior to any date of prepayment of SOFR Daily Floating Rate Loans, or (D) on the date of prepayment of Base Rate Loans; Committed Loans and (ii) any prepayment of Term SOFR Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage (or other applicable share as provided herein) of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two three (3) U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of Three Million Dollars ($1,000,000 or a whole multiple thereof; (iii3,000,000) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent One Million Dollars ($1,000,000) in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of Five Hundred Thousand Dollars ($500,000 500,000) or a whole multiple of One Hundred Thousand Dollars ($100,000 100,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages Percentages. For clarification, such notice of prepayment may be in respect of each of any such form as may be approved by the relevant FacilitiesAdministrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (Ax) two in the case of Revolving Credit Loans, 1:00 P.M. three Business Days prior to any date of prepayment of Term SOFR Loans, or (By) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Swing Line Loans, and (C) 9:30 A.M. on the date of prepayment of Base Rate Loansprepayment; and (ii) any prepayment (x) of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Revolving Credit Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 Borrowing Minimum or a whole multiple of the Dollar Equivalent thereof; Borrowing Multiple in excess thereof or, if less, the entire principal amount thereof then outstanding and (ivy) any prepayment of Base Rate Swing Line Loans shall be in a minimum principal amount of $500,000 the Borrowing Minimum or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Facility Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.,

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at may prepay any time Borrowing of Term SOFR Loans or from time to time voluntarily prepay Revolving Credit Base Rate Loans without premium or penalty and Term Loans in whole or in part without premium or penalty; provided that (but, if in part, then (i) in an amount not less than $1,000,000 and integral multiples of $1,000,000 in excess thereof, and (ii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) upon irrevocable notice must to the Administrative Agent in the form ofExhibit E-3 (a “Paydown Notice”) (A) in the case of any Borrowing of Term SOFR Loans, no later than 2:00 p.m. (New York time) on the date that is three (3) Business Days prior to such prepayment, and (B) in the case of any Borrowing of Base Rate Loans (other than Swing Line Loans), no later than 2:00 p.m. (New York time) on the date of such prepayment, such prepayment to be in made by the payment of the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. The Borrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans, or any portion of the outstanding Swing Line Loans, upon delivery of a form acceptable Paydown Notice to the Administrative Agent and received the Swing Line Bank by 2:00 p.m. (New York time) on the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment repayment. In the case of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in amounts owing under Section 2.11 hereof as a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency result of such prepayment and the Type(s) of Loans to shall be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of paid contemporaneously with such Loansprepayment. The Administrative Agent will promptly notify advise each Lender Bank of its receipt of each such notice, and of the amount of such Lender’s ratable portion of any such prepayment (based on such Lender’s Applicable Percentage in respect of notice it receives from the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinBorrower. Any prepayment of any Loan shall be accompanied by all accrued interest on amount paid or prepaid before the amount prepaidTermination Date may, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied subject to the principal repayment installments thereof in inverse order terms and conditions of maturity. Subject to Section 2.17this Agreement, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesborrowed, repaid and borrowed again.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 10,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may state that it is conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent) if such condition is not satisfied. Any prepayment of any Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.19(a), each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower mayshall have no right to prepay the outstanding principal balance due on the New Hancock Loan, upon notice from except (i) for the Company prepayments of principal that xxx Xxrrower is required to make under Sections 4.24 or 4.27 of this Credit Agreement (each a "Mandatory Prepayment"), or (ii) as otherwise set forth expressly in this subsection (a). The privilege is reserved to the Administrative AgentBorrower to prepay voluntarily the entire unpaid principal balance owed to the Lender, at any time or from time to time voluntarily prepay Revolving Credit Loans to make partial prepayments of such principal of not less than (and Term Loans in whole or increments of) One Hundred Thousand Dollars ($100,000) in part without premium or penaltysuch principal amount as is specified in the Prepayment Commitment Notice; provided provided, however, that (i) such notice any prepayment of principal must be in a form acceptable to accompanied by payment of the Administrative Agent Make Whole Amount and received by all accrued but unpaid interest on such principal prepayment (such interest and the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR LoansMake Whole Amount, (B) four Business Days (or fivecollectively, in along with the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loansprincipal amount being prepaid, and (C) on "the date of prepayment of Base Rate LoansPrepayment Amount"); (ii) Borrower shall have given written notice to the Lender of the Borrower's commitment to make any such prepayment of Term SOFR Loans shall be in principal ("Prepayment Commitment Notice") on a principal amount of $1,000,000 or a whole multiple thereofdate specified therein ("Prepayment Date") not less than fifteen (15) days prior to such Prepayment Date; and (iii) any prepayment of Alternative Currency Loans Borrower shall be in a minimum principal amount of pay the Dollar Equivalent of $1,000,000 or a whole multiple of Prepayment Amount on the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, Prepayment Date specified in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPrepayment Commitment Notice.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, may at any time or and from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole all or in part without premium or penaltyany portion of the outstanding principal balance of the Loan; provided that provided, however, that, upon any such prepayment, Borrower shall pay to Lender a prepayment fee (the "Prepayment Fee") equal to the discounted present value of the excess, if any, of (i) such notice must be in a form acceptable the interest that would have accrued on the prepaid amount from the prepayment date to the Administrative Agent Maturity Date under the Note, over (ii) the interest that would accrue on such amount over such period using a per annum interest rate equal to one and received forty one-hundredths percent (1.40%) plus the then prevailing yield (as published in The Wall Street Journal) on United States Treasury Notes having a time to maturity closest to the remaining term of the Loan, as determined by Lender; provided further, however, that in no event shall the Administrative Agent not later Prepayment Fee be less than 11:00 a.m. twenty-five one hundredths percent (A0.25%) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, the amount prepaid in the case of any prepayment of Loans denominated in Special Notice Currencies) made prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount second anniversary of the Dollar Equivalent Closing Date. In no event shall Lender be obligated to make any payment or refund to Borrower, nor shall Borrower be entitled to any setoff or other claim against Lender, should the Prepayment Fee be less than zero. In addition to the foregoing voluntary prepayments of $1,000,000 or a whole multiple of principal under the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lessNote, the entire principal amount thereof then outstanding. Each such notice Prepayment Fee shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall also be due and payable on owing in the date specified therein. Any case of any involuntary prepayment of principal under the Note as a consequence of acceleration under the Note, application of proceeds of foreclosure upon any Loan Collateral, or otherwise. Notwithstanding the foregoing, the Prepayment Fee shall not be accompanied by all accrued interest on the amount prepaid, together due in connection with any additional amounts required prepayment effected with insurance or condemnation proceeds pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant Lender's election to this Section 2.05(a) shall require that such proceeds be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesso applied.

Prepayments. (a) Each A Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) 10:00 a.m. two Business Days prior to any date of prepayment of Term SOFR Loans, (B) 10:00 a.m., Applicable Time, four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) 1:00 p.m., on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any prepayment of outstanding Term Loans pursuant to this Section 2.05 shall be applied to the principal repayment installments thereof in inverse order of maturity. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid prepaid, and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.15, each such prepayment shall be paid applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time may voluntarily prepay Revolving Credit Loans and Term the Loans in whole or in part without premium part. In the event of either mandatory prepayment or penalty; provided that voluntary prepayment hereunder, (i) such notice must any prepayment of a Facility shall be in a form acceptable applied against outstanding Loans of each Lender under that Facility pro rata according to each Lender’s Percentage of that Facility; (ii) each prepayment of the Administrative Agent and received by Loans shall be made to the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on a Business Day, and funds received after that hour shall be deemed to have been received by the Administrative Agent on the next following Business Day; (Aiii) two each prepayment of a Fixed Rate Loan shall be made upon not less than three Business Days prior notice to any date of the Administrative Agent and shall be accompanied by accrued interest on such prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on through the date of prepayment of Base Rate Loansand additional compensation calculated in accordance with Section 2.21; (iiiv) any each prepayment of Term SOFR Loans a Fixed Rate Loan shall be in a principal an aggregate amount equal to the applicable minimum Loan amount specified in Section 2.5 for LIBOR Loans and the applicable minimum Loan amount specified in Section 2.6 for Quoted Rate Loans and, after application of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans such prepayment, shall be not result in a Fixed Rate Loan remaining outstanding in an amount less than such minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereofLoan amount; and (ivv) any each partial prepayment of Base Rate Loans shall be in a principal an aggregate amount of equal to $500,000 1,000,000 or a whole higher integral multiple of $100,000 1,000,000, unless (in excess thereof oreither case) the aggregate outstanding balance of all Loans under the Facility being prepaid is less than such minimum Loan amount, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of which event any such prepayment and the Type(s) of Loans to may be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on lesser amount. Unless otherwise provided in this Agreement or the date specified therein. Any prepayment other Loan Documents, prepayments from the Borrower of principal within any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) Facility above shall be applied first to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17Base Rate Loans and Quoted Rate Loan, each such prepayment shall be paid on a pro rata basis, and then to the Lenders in accordance principal of LIBOR Loans (and, among such LIBOR Loans, first to those with their respective Applicable Percentages in respect of each of the relevant Facilitiesearliest expiring Interest Periods).

Prepayments. The Borrower (aon its own behalf or on behalf of the applicable Co-Borrower(s)) Each or the applicable Co-Borrower may, upon written notice from the Company to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Revolving Credit Loans and Term Base Rate Loans in whole or in part without premium or penalty, (B) voluntarily prepay Daily SOFR Rate Loans in whole or in part without premium or penalty and (C) voluntarily prepay Term SOFR Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that (i1) such notice must be in a form reasonably acceptable to the Administrative Agent (which, subject to Section 3.05, may be conditioned upon closing of another transaction or the occurrence of another event) and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two (2) Business Days prior to any date of prepayment of any Term SOFR Rate Loans, (B) four one (1) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) Day prior to any date of prepayment of Alternative Currency Loans, any Daily SOFR Rate Loans and (C) on the date of prepayment of Base Rate Loans; (ii2) any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent 100,000 in excess thereof; and (iv3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if following the date on which any Incremental Term SOFR Facility becomes effective pursuant to the terms of this Agreement, whether the Loans to be prepaid are Delayed Draw Term Loans or Alternative Currency Incremental Term Rate Loans are (or any applicable combination thereof) (and in the absence of any designation in such notice as to which Facility to prepay, prepayment amounts shall be prepaid, the Interest Period(s) of such applied to Delayed Draw Term Loans). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such LenderXxxxxx’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.15, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Share.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent (with a copy to the Collateral Administrator), at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans Loans, in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two one Business Days Day prior to any date of prepayment of any Term SOFR Loans, Loan and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of any Base Rate LoansLoan; (ii) any prepayment of Term SOFR Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent $100,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.12, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each Percentages. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the relevant FacilitiesLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) Each Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice from to the Company Administrative Agent (such notice in a form reasonably acceptable to the Administrative Agent), at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 10:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject thereof, and subject to Section 2.172.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. (a) Each The Borrower may, upon notice from and the Company to Co-Borrower shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loans and Term Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (ior telephonic notice promptly confirmed in writing) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not no later than 11:00 a.m. (Ai) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currenciesany Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Alternative Currency Loanssuch prepayment, and (Ciii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount and currency of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Term SOFR Loans each Borrowing or Alternative Currency Term Rate Loans are portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion 's Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.12(e); provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower, or the Co-Borrower, as the case may be, shall also pay all amounts required pursuant to Section 3.052.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount not less than $1,000,000 and in integral multiples of $500,000. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each Loans comprising such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesBorrowing.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or LIBOR Daily Floating Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Eurocurrency Rate Loan and any Alternative Currency Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Company Cxxxxxxxx to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans and Term Loans under a Facility in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iviii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment prepayment, whether Committed AC Loans or Committed USD Loans are to be prepaid, and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)applicable Facility of such prepayment. If such notice is given by the CompanyCxxxxxxxx, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders under a Facility in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiessuch Facility.

Prepayments. (a) Each The Borrower from time to time may, upon three (3) Business Days’ notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term the Loans in whole or in part without premium part. In the event of either mandatory prepayment or penalty; provided that voluntary prepayment hereunder (i) such notice must any prepayment of a Facility shall be in a form acceptable applied against outstanding Loans of each Lender under that Facility pro rata according to each Lender’s Percentage of that Facility; (ii) each prepayment of the Administrative Agent and received by Loans shall be made to the Administrative Agent not later than 11:00 a.m. 2:00 p.m. on a Business Day, and funds received after that hour shall be deemed to have been received by the Administrative Agent on the next following Business Day; (Aiii) two Business Days prior to any date of each partial prepayment of Term SOFR Loans, (B) four Business Days (a LIBOR Loan or five, in the case of MetLife Fixed Rate Loan shall be accompanied by accrued interest on such partial prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on through the date of prepayment of Base Rate Loansand additional compensation calculated in accordance with Section 2.19; (iiiv) any each partial prepayment of Term SOFR Loans a LIBOR Loan shall be in an aggregate amount equal to the applicable minimum Loan amount specified in Section 2.8 and, after application of any such prepayment, shall not result in a principal LIBOR Loan remaining outstanding in an amount of $1,000,000 or a whole multiple thereofless than such minimum Loan amount; (iiiv) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any each partial prepayment of Base Rate Loans shall be in a principal an aggregate amount of equal to $500,000 100,000 or a whole higher integral multiple of $100,000 100,000, unless (in excess thereof oreither case) the aggregate outstanding balance of all Loans under the Facility being prepaid is less than such minimum Loan amount, in each case, if lesswhich event any such prepayment may be in such lesser amount; (vi) unless notified by the Borrower in writing to the contrary, the entire principal amount thereof then outstanding. Each such notice Administrative Agent shall specify the date and amount and currency of such prepayment and the Type(s) of Loans apply all partial prepayments first, to be prepaid Revolving Term Advances, and, if second, to Term SOFR Loans or Alternative Currency A Advances and Term Rate Loans are B Advances, which prepayments shall be applied fifty percent to be prepaid, the Interest Period(sTerm A Advances and fifty percent to Term B Advances; and (vii) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given unless notified by the CompanyBorrower in writing to the contrary, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each each partial prepayment of the outstanding Revolving Term Loans pursuant to this Section 2.05(a) Facility shall be applied to the principal repayment installments thereof remaining commitment reductions due thereunder in the inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesmaturities.

Prepayments. (a) Each The Borrower maywill not, upon notice from nor will it permit any of its Subsidiaries to, either directly or indirectly, voluntarily redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the Company to maturity of, Indebtedness of the Administrative Agent, at Borrower or any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penaltyof its Subsidiaries; provided that (A) the Borrower and its Subsidiaries may at any time redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness under (i) such notice must be in a form acceptable to the Administrative Agent this Agreement or any other Loan Document and received by the Administrative Agent not later than 11:00 a.m. (Aii) two Business Days prior to any date of prepayment of Term SOFR Loans, Hedging Agreement; (B) four Business Days the Borrower and its Subsidiaries may at any time (i) within sixty days of an entity becoming a Subsidiary, redeem, retire or five, in the case of prepayment of Loans denominated in Special Notice Currencies) otherwise pay prior to any date its scheduled maturity, or accelerate the maturity of, Indebtedness of prepayment of Alternative Currency Loans, and (C) such entity outstanding on the date of prepayment of Base Rate Loanssuch entity becomes a Subsidiary; (ii) absent the existence of a Default or Unmatured Default, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any prepayment Indebtedness which is not subordinated in right of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereofpayment to Indebtedness outstanding hereunder; (iii) redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the 2020 Subordinated Notes, 2025 Subordinated Convertible Notes, 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS, and any prepayment other Permitted Subordinated Debt; provided that at the time of Alternative Currency Loans any such redemption, purchase or payment under this clause (iii), (a) no Default or Unmatured Default shall have occurred and be in a minimum continuing or result therefrom, (b) after giving effect to such redemption, purchase or payment, the cash and Cash Equivalents of the Borrower shall not be less than the sum of $50,000,000 plus the aggregate principal amount of the Dollar Equivalent of $1,000,000 Revolving Loans outstanding and (c) both before or after giving effect to the proposed redemption, purchase or payment on a whole multiple of Pro Forma Basis, the Dollar Equivalent thereof; Leverage Ratio shall not exceed 3.50:1.00 and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 redeem, retire or a whole multiple of $100,000 in excess thereof orotherwise pay prior to its scheduled maturity, in each caseor accelerate the maturity of, if less, Indebtedness arising under the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment 2013 Subordinated Notes and the Type(s2015 Subordinated Notes; (C) the conversion of Loans to be prepaid and, if Term SOFR Loans Indebtedness of the Borrower or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender any of its receipt of each such notice, and Subsidiaries to equity of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the not be deemed a payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment thereof for purposes of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a6.12; and (D) shall be applied the Borrower and its Subsidiaries may at any time redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the principal repayment installments thereof maturity of, any other Indebtedness in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance connection with their respective Applicable Percentages in respect of each of the relevant Facilitiesa refinancing permitted by this Agreement.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and the Term Loans Loan in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four one (1) U.S. Government Securities Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) Day prior to any date of prepayment of Alternative Currency Daily Simple SOFR Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Daily Simple SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.16, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (Ax) two in the case of Revolving Credit Loans, 1:00 P.M. three Business Days prior to any date of prepayment of Term SOFR Loans, or (By) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Swing Line Loans, and (C) 9:30 A.M. on the date of prepayment of Base Rate Loansprepayment; and (ii) any prepayment (x) of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Revolving Credit Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 Borrowing Minimum or a whole multiple of the Dollar Equivalent thereof; Borrowing Multiple in excess thereof or, if less, the entire principal amount thereof then outstanding and (ivy) any prepayment of Base Rate Swing Line Loans shall be in a minimum principal amount of $500,000 the Borrowing Minimum or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Facility Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders applied in accordance with their each applicable Lender’s respective Applicable Percentages in respect of each of the relevant FacilitiesFacility Pro Rata Share.

Prepayments. (a) Each VOLUNTARY PREPAYMENTS; REDUCTIONS IN REVOLVING LOAN COMMITMENTS. Borrower may, upon notice from the Company to the Administrative Agent, may at any time or from time on at least 3 days' prior written notice to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that Agent (i) such notice must be in a form acceptable to voluntarily prepay all or part of the Administrative Agent and received by Term Loan and/or (ii) permanently reduce (but not terminate) the Administrative Agent not later than 11:00 a.m. Revolving Loan Commitment; PROVIDED that (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (such prepayments or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans reductions shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple and integral multiples of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and amount, (B) the Type(s) of Loans Revolving Loan Commitment shall not be reduced to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, an amount less than the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and greater of the amount of the Revolving Loan outstanding or $30,000,000; and (C) after giving effect to such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facilityreductions, Borrower shall comply with SECTION 1.3(b)(i). If In addition, Borrower may at any time on at least 10 days' prior written notice to Agent terminate the Revolving Loan Commitment, PROVIDED, that upon such notice is given by the Company, the applicable Borrower shall make such prepayment termination all Loans and the payment amount specified in such notice other Obligations shall be immediately due and payable on the date specified thereinin full and all Letter of Credit Obligations shall be cash collateralized or otherwise satisfied in accordance with ANNEX B hereto. Any such voluntary prepayment and any reduction or termination of any the Revolving Loan shall Commitment must be accompanied by all accrued interest the payment of any applicable LIBOR funding breakage costs in accordance with SECTION 1.13(b). Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the amount prepaid, together with any additional amounts required pursuant to Section 3.05case may be. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; PROVIDED, that any partial prepayments of the outstanding Term Loans pursuant to this Section 2.05(a) Loan made by Borrower shall be applied to prepay the principal repayment scheduled installments thereof of the Term Loan in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. (a) Each The Borrower maywill not, upon notice from nor will it permit any of its Subsidiaries to, either directly or indirectly, voluntarily redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the Company to maturity of, Indebtedness of the Administrative Agent, at Borrower or any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penaltyof its Subsidiaries; provided that (A) the Borrower and its Subsidiaries may at any time redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness under (i) such notice must be in a form acceptable to outstanding Revolving Advances, Swing Line Loans and the Administrative Agent L/C Obligations, and received by the Administrative Agent not later than 11:00 a.m. (Aii) two Business Days prior to any date of prepayment of Term SOFR Loans, Hedging Agreement; (B) four Business Days the Borrower and its Subsidiaries may at any time (i) within sixty days of an entity becoming a Subsidiary, redeem, retire or five, in the case of prepayment of Loans denominated in Special Notice Currencies) otherwise pay prior to any date its scheduled maturity, or accelerate the maturity of, Indebtedness of prepayment of Alternative Currency Loans, and (C) such entity outstanding on the date of prepayment of Base Rate Loanssuch entity becomes a Subsidiary; (ii) absent the existence of a Default or Unmatured Default, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any prepayment Indebtedness which is not subordinated in right of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereofpayment to Indebtedness outstanding hereunder; (iii) redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the 2013 Subordinated Notes, 2015 Subordinated Notes, 2020 Subordinated Notes, 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS and any prepayment other Permitted Subordinated Debt; provided that at the time of Alternative Currency Loans any such redemption, purchase or payment under this clause (iii), (a) no Default or Unmatured Default shall have occurred and be in a minimum continuing or result therefrom, (b) after giving effect to such redemption, purchase or payment, the cash and Cash Equivalents of the Borrower shall not be less than the sum of $50,000,000 plus the aggregate principal amount of the Dollar Equivalent of $1,000,000 Loans outstanding and (c) both before or after giving effect to the proposed redemption, purchase or payment on a whole multiple of Pro Forma Basis, the Dollar Equivalent thereofLeverage Ratio shall not exceed 3.50:1.00; and (iv) any prepayment of Base Rate Loans shall be other than in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, connection with the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment Tender Offer and the Type(sredemption of the Existing Subordinated Notes on the Existing Subordinated Notes Redemption Date, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the Existing Subordinated Notes; (C) the conversion of Loans to be prepaid and, if Term SOFR Loans Indebtedness of the Borrower or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender any of its receipt of each such notice, and Subsidiaries to equity of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the not be deemed a payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment thereof for purposes of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a6.12; and (D) shall be applied the Borrower and its Subsidiaries may at any time redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the principal repayment installments thereof maturity of, any other Indebtedness in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance connection with their respective Applicable Percentages in respect of each of the relevant Facilitiesa refinancing permitted by this Agreement.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Company Lead Borrower to the Administrative AgentAgent (which such notice of prepayment may be conditioned as set forth in Section 2.05(h)), at any time or from time to time voluntarily (x) prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty or (y) (A) in connection with a Permitted Refinancing, (B) in connection with replacement FILO Loans, (C) where the repayment is made with the cash proceeds contributed to the capital of the Lead Borrower or with the net cash proceeds of an issuance of Equity Interest of the Lead Borrower (other than Disqualified Stock), or (D) as long as the Payment Conditions are satisfied, in each case, prepay in whole or in part FILO Loans of any Class without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, LIBO Rate Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR LIBO Rate Loans of any Class shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term LIBO Rate Loans are to be prepaidLoans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facilityprepayment. Subject to Section 2.05(h). If , if such notice is given by the CompanyLead Borrower, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order applicable Class of maturity. Subject to Section 2.17, each such prepayment shall be paid to Loans of the Lenders in accordance with their respective Applicable Percentages (except that, so long as after giving effect thereto (and the termination of any Revolving Commitments to terminate on such date) the Total Revolving Exposure would not exceed the Loan Cap, any prepayment of Revolving Loans on the Maturity Date for any Revolving Commitments may be applied solely to prepay Revolving Loans made pursuant to the Revolving Commitments terminating on such date) and, in respect the case of each of FILO Loans, shall be applied to scheduled amortization payments thereof (including at final maturity) as directed by the relevant FacilitiesLead Borrower.

Prepayments. (a) Each Borrower may, upon notice from the Company such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent, (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four on the date of prepayment of Adjusted Daily SOFR Loans, (C) three Business Days (or fivefive Business Days, in the case of prepayment of Alternative Currency Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (CD) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Adjusted Daily SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, such notice may specify that such prepayment is conditioned upon the consummation of a particular transaction or refinancing of the Indebtedness hereunder. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any prepayment of Term SOFR Loans or Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Committed Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of any Term SOFR Committed Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans or Daily SOFR Loans; (ii) any prepayment of Term SOFR Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans or Daily SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages. (b) [Intentionally Omitted].

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans and and/or Term Loans in whole or in part without premium or penalty; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) such notice must be in the form of a form acceptable to the Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two three (3) Business Days prior to any date of prepayment of Term SOFR Rate Loans, (B) four (4) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any the date of prepayment of any Daily Simple RFR Loan or any Term RFR Loan denominated in Alternative Currency Loans, Currencies and (C) on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Term SOFR Daily Simple RFR Loans shall be in a Dollar Equivalent principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; , (iii) any prepayment of Term Rate Loans shall be in a Dollar Equivalent principal amount of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof, and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice a Notice of Loan Prepayment is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Except as provided in Section 3.03 and subject to Section 2.20, if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied, after giving effect to the allocations in the preceding sentence, first to Loans (including Swing Line Loans) to which the Base Rate Option applies, then to other Loans denominated in Dollars, then to Loans subject to the Term RFR Option denominated in an Alternative Currency, then to Loans subject to Daily Simple RFR denominated in an Alternative Currency. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof of the Term Loan as directed by the Borrower (or, in inverse the absence of direction by the Borrower, such prepayment of Term Loans shall be applied to the principal repayment installments of the Term Loans in direct order of maturity). Subject to Section 2.172.16, each such prepayment shall be paid applied to the Committed Revolving Loans or Term Loans, as applicable, of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower mayThe Parent Guarantor, upon notice from the Company to the Administrative AgentBorrower, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that their respective Subsidiaries shall not (i) such notice must be in make any voluntary payment of (x)(A) any Indebtedness secured by a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, junior lien or (B) four Business Days Indebtedness which is contractually subordinated to the Obligations and the Pari Passu Bank Debt (other than voluntary payments of intercompany Indebtedness to any Loan Party permitted to be made pursuant to Section 13 of the Guaranty (and any substantially similar provision of any Guaranty entered into in connection with any Pari Passu Debt)) or five(y) the Existing Unsecured FelCor Bonds other than all of the obligations under the Existing Unsecured FelCor Bonds with (I) the proceeds of Permitted Refinancing Indebtedness, or(II) Permitted FelCor Parent Refinancing Indebtedness or (III) the Net Proceeds of an Equity Issuance by the Parent Guarantor and, in the case of prepayment of Loans denominated in Special Notice Currenciesclauses (II) prior to any date of prepayment of Alternative Currency Loans, and (CIII), the inclusion, within thirty (30) on days following the consummation of such transaction (or at such later date as the Administrative Agent shall permit in its sole discretion but in any event not to a date more than sixty (60) days after such consummation), of prepayment any Hotel Properties previously subject to restrictions contained in the Existing Unsecured FelCor Bonds as additional Borrowing Base Properties in accordance with the provisions of Base Rate Loans; Section 4.1 to the extent that such Hotel Properties otherwise satisfy the requirements to constitute an Eligible Property upon the repayment in full of the Existing Unsecured FelCor Bonds, (ii) make any voluntary prepayment of Term SOFR Loans shall be in any Pari Passu Bank Debt which is not made concurrently with a principal amount of $1,000,000 or a whole multiple thereof; (iii) any ratable prepayment of Alternative Currency Loans shall be in a minimum the Loan based on the outstanding principal amount of the Dollar Equivalent Pari Passu Bank Debt and the Loan, except, in the case of $1,000,000 or a whole multiple this clause (ii), (x) with the proceeds of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof Permitted Refinancing Indebtedness or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s(y) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facilityas otherwise permitted under Section 2.8(b)(iv)(D). If such notice is given by or (z) to the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be extent applied to the principal repayment installments thereof in inverse order payment of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each Qualified Earlier Maturing Indebtedness of the relevant Facilitiestype described in clause (ii) of the definition thereof or (iii) make any voluntary prepayment (other than regularly scheduled interest payments) of the Permitted 2021 HY Debt.

Prepayments. (a) Each A Borrower may, upon notice from the Company delivery of a Notice of Loan Prepayment, to the Administrative Agent, at any time or from time to time time, voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. 12:00 noon, (A) two three (3) Business Days prior to any date of prepayment of Term SOFR Eurocurrency Rate Loans, (B) four (4) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (v) any prepayment of the Term A-1 Loan shall be applied ratably to the remaining principal amortization payments. Each such notice shall specify the date date, currency and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Eurocurrency Rate Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, such notice may state that it is conditioned upon the effectiveness of other credit facilities or consummation of any other transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent at least one (1) Business Day prior to the specified effective date) if such condition is not satisfied. Any prepayment of any a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.16, each such prepayment shall be paid applied to the applicable Committed Loans of the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Prepayments. (a) Each Borrower The Borrowers may, upon at least one Business Day’s prior written or telephonic notice from received by the Company to Agent, prepay the Administrative AgentLoans denominated in Dollars, in whole or in part, at any time or from time subject to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part the provisions of Section 2.6, without any other premium or penalty; provided that . Any prepayment of an Advance (iother than a Base Rate Advance) such notice must be in a form acceptable to accompanied by accrued and unpaid interest on the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of amount prepaid. Each partial prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of a Revolving Loan that is a Base Rate Loans; (ii) any prepayment of Term SOFR Loans Advance shall be in an amount of $500,000 or an integral multiple of $100,000 above such amount, or if less, the remaining principal balance of such Loan. Each partial prepayment of a Swing Line Loan shall be in an amount of $5,000 or an integral multiple thereof above such amount, or if less, the remaining principal balance. Each partial prepayment of a Term SOFR Advance shall be in an amount of $1,000,000 or a whole an integral multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof above such amount, or, in each case, if less, the entire remaining principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency balance of such prepayment and the Type(sAdvance. (b) of Loans to be prepaid andThe Borrowers may, if Term SOFR Loans upon at least three Business Days’ prior written or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such telephonic notice is given received by the CompanyAgent, the applicable Borrower shall make such prepayment and the payment amount specified prepay any Revolving Loans denominated in such notice shall be due and payable on the date specified thereinAlternative Currencies. Any prepayment of any a Revolving Loan in an Alternative Currency shall be accompanied in the full amount of such Revolving Loan initially borrowed or in such portion of such amount as the Agent shall approve in its reasonable discretion, and shall be subject to the provisions of Section 2.6, without any other premium or penalty. (c) If on any Revaluation Date, the Agent shall determine that the outstanding Dollar Equivalent of the Revolving Loans, Swing Line Loans and Letter of Credit Obligations shall exceed the aggregate Commitments of the Banks, the Borrowers shall, upon notice of such excess by all accrued interest on the Agent, repay the Revolving Loans or Swing Line Loans in the amount prepaid, together with of any additional amounts required pursuant to Section 3.05such excess. Each prepayment For purposes of the outstanding Term Loans pursuant to this Section 2.05(a) and all calculations herein, the principal of Revolving Loans in Alternative Currencies shall be applied to calculated using the principal repayment installments thereof in inverse order Dollar Equivalent of maturity. Subject to Section 2.17, each such prepayment shall be paid to Revolving Loans as determined by the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.Agent on such

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and or Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, three (B3) four Business Days (or five, in such lesser number of days as may be agreed to by the case of prepayment of Loans denominated in Special Notice CurrenciesAdministrative Agent) prior to any date of prepayment of Alternative Currency Loans, Eurodollar Rate Loans and (CB) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Eurodollar Rate Loans shall be in a the principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 2,000,000 or a whole multiple of the Dollar Equivalent $500,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a the principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)) of such prepayment. If such notice is given by the CompanyBorrowers, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (which date may be conditioned upon the effectiveness of other credit facilities or other transactions specified therein). Any prepayment of any a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Prepayments. (a) Each Any Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that provided, that, except as otherwise agreed by the Administrative Agent in its sole discretion, (i) such notice must be in the form of a form acceptable to the Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four three Business Days (or fivefive Business Days, in the case of prepayment of Loans denominated in a Special Notice CurrenciesCurrency) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Notice of Loan Prepayment shall specify the date date, the currency and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeNotice of Loan Prepayment, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice a Notice of Loan Prepayment is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein; provided, that, a Notice of Loan Prepayment delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any prepayment of Term SOFR Loans or Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Committed Revolving Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) The Borrowers shall have no right to prepay any principal amount of any Revolving Loan or Swing Loan other than as provided in subsection (b) below. (b) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part may without premium or penalty; provided that , (i) such upon at least the number of U.S. Government Securities Business Days’ or Business Days’, as applicable, prior notice must be specified in a form acceptable the first sentence of Section 3.01(a) with respect to any Revolving Loan of the Administrative Agent and received same Type, (ii) upon notice by the Administrative Agent not no later than 11:00 a.m. 1:00 p.m. (ANew York City time) two one Business Days Day prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be Swing Loan in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum case given to the Administrative Agent stating the proposed date and aggregate principal amount of the Dollar Equivalent prepayment, and if such notice is given, such Borrower shall, prepay the outstanding principal amounts of the Loans made to such Borrower comprising part of the same Revolving Loan Borrowing or Swing Loan Borrowing, as the case may be, in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided however, that (x) each partial prepayment (other than any prepayment of any Swing Loan) shall be in an aggregate principal amount not less than $1,000,000 or a whole an integral multiple of $500,000 in excess thereof (or the Dollar Foreign Currency Equivalent thereof; of such respective amounts in the case of Loans denominated in an Alternate Currency) and (ivy) if any prepayment of Base Rate any SOFR Loans or any EURIBOR Loans shall be in made on a principal amount date which is not the last day of $500,000 an Interest Period for such Loans (or on a whole multiple of $100,000 in excess thereof or, in each case, if less, date which is not the entire principal amount thereof then outstanding. Each such notice shall specify the maturity date and amount and currency of such prepayment and the Type(s) of Loans Swing Loans), such Borrower shall also pay any amounts owing to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment 9.04(c) so long as such Lender makes written demand upon such Borrower therefor (with a copy of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied such demand to the principal repayment installments thereof in inverse order of maturityAdministrative Agent) within 20 Business Days after such prepayment. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesSECTION 2.11.

Prepayments. (a) Each The Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Swingline Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent (A) not later than 11:00 a.m. (A) two 12:00 noon, New York time, three Business Days prior to any date of prepayment of Term any SOFR LoansLoan or Eurocurrency Rate Loan, and (B) four Business Days (or fivenot later than 12:00 noon, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency LoansNew York time, and (C) on the date of prepayment of RFR Loan, Base Rate Loans and Swingline Loans; (ii) any prepayment of Term SOFR Loans and Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent thereofof $1,000,000 in excess thereof (or the remaining outstanding amount of such Loan); and (iviii) any prepayment of Base Rate Loans and RFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or the remaining outstanding amount of such Loan); and (iv) any prepayment of Swingline Loans shall be in an amount that would be permitted in the case of an advance of a Swingline Loan pursuant to Section 2.14, or, in each casethe case of (ii), (iii) and (iv) if lessa lesser amount, the entire remaining principal amount thereof then outstandingof the applicable Loans in any outstanding Borrowing. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Revolving Loans or Swingline Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a SOFR Loan or Eurocurrency Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Revolving Loans or Swingline Loans, as the case may be, of maturity. Subject to Section 2.17, each such prepayment shall be paid to the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. New York City time (A) two three (3) Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four one (1) Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) Day prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 U.S.$5.0 million or a whole multiple of the Dollar Equivalent U.S.$1.0 million in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 U.S.$500,000 or a whole multiple of $100,000 U.S.$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that such notice may be conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent no later than 5:00 p.m. New York City time one (1) Business Day prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity3.5. Subject to Section 2.172.13, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesorder selected by the Borrower.

Prepayments. (a) Each The Borrower maywill not, upon notice from nor will it permit any of its Subsidiaries to, either directly or indirectly, voluntarily redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the Company to maturity of, Indebtedness of the Administrative Agent, at Borrower or any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penaltyof its Subsidiaries; provided that (A) the Borrower and its Subsidiaries may at any time redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness under (i) such notice must be in a form acceptable to the Administrative Agent this Agreement or any other Loan Document and received by the Administrative Agent not later than 11:00 a.m. (Aii) two Business Days prior to any date of prepayment of Term SOFR Loans, Hedging Agreement; (B) four Business Days the Borrower and its Subsidiaries may at any time (i) within sixty days of an entity becoming a Subsidiary, redeem, retire or five, in the case of prepayment of Loans denominated in Special Notice Currencies) otherwise pay prior to any date its scheduled maturity, or accelerate the maturity of, Indebtedness of prepayment of Alternative Currency Loans, and (C) such entity outstanding on the date of prepayment of Base Rate Loanssuch entity becomes a Subsidiary; (ii) absent the existence of a Default or Unmatured Default, redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any prepayment Indebtedness which is not subordinated in right of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereofpayment to Indebtedness outstanding hereunder; and (iii) redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, Indebtedness arising under the 2020 Subordinated Notes, 2025 Subordinated Convertible Notes, 2035 Convertible Notes, the Trust PIERS, the New Trust PIERS, and any prepayment other Permitted Subordinated Debt; provided that at the time of Alternative Currency Loans any such redemption, purchase or payment under this clause (iii), (a) no Default or Unmatured Default shall have occurred and be in a minimum continuing or result therefrom, (b) after giving effect to such redemption, purchase or payment, the cash and Cash Equivalents of the Borrower shall not be less than the sum of $50,000,000 plus the aggregate principal amount of the Dollar Equivalent Revolving Loans outstanding and (c) both before or after giving effect to the proposed redemption, purchase or payment on a Pro Forma Basis, the Leverage Ratio shall not exceed 3.50:1.00; (C) the conversion of $1,000,000 or a whole multiple Indebtedness of the Dollar Equivalent thereofBorrower or any of its Subsidiaries to equity of the Borrower shall not be deemed a payment thereof for purposes of this Section 6.12; and (ivD) the Borrower and its Subsidiaries may at any prepayment of Base Rate Loans shall be time redeem, retire or otherwise pay prior to its scheduled maturity, or accelerate the maturity of, any other Indebtedness in connection with a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given refinancing permitted by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesAgreement.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity2.18. Subject to Section 2.172.21, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower mayshall have the right to prepay any Borrowing or Swingline Loans, upon notice from the Company to the Administrative Agentwithout premium or penalty, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium at any time and from time to time. Such prepayment of Revolving Credit Loans and Swingline Loans shall be subject to the following conditions: (a) the Borrower shall give the Administrative Agent written notice (or penalty; provided that telephonic notice promptly confirmed in writing) (i) with respect to Revolving Credit Loans, of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) to be prepaid, which notice must shall be in a form acceptable given by the Borrower no later than 10:00 a.m. (New York time) three Business Days prior to the Administrative Agent date of such prepayment and received shall promptly be transmitted by the Administrative Agent not later than 11:00 a.m. to each of the Lenders and (Aii) two Business Days prior with respect to any date of Swingline Loans, in accordance with Section 2.15 hereof; (b) each partial prepayment of Term SOFR Loans, (B) four Business Days (or five, Revolving Credit Loans shall be in the case an amount that is a multiple of $100,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of LIBOR Loans denominated in Special Notice Currencies) prior made pursuant to any date of prepayment of Alternative Currency a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for LIBOR Loans, ; and (C) on the date of prepayment of Base Rate Loans; (iic) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term LIBOR Loans pursuant to this Section 2.05(a) 5.1 on any day other than the last day of a LIBOR Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11; provided, further, that at the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Revolving Credit Loan of a Defaulting Lender. Each prepayment of a Borrowing shall be applied ratably to the principal repayment installments thereof Revolving Credit Loans included in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesprepaid Borrowing.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding, or in the case of prepayments under this clause (ii) of Loans denominated in Alternative Currencies, the Dollar Equivalent in accordance with Section 1.04. Each such notice shall specify the date date, currency and amount and currency of such prepayment and the Type(s) of Loans to be prepaid prepaid, the applicable Borrower and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.06(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject as directed by the Company, and subject to Section 2.172.20, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) 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 12:00 noon on the date of the prepayment, and (ii) any such prepayment shall be (A) in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or (B) for the entire amount thereof outstanding. 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 and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If the Administrative Agent notifies the Company at any time that the Total Revolving Credit Outstandings at such time exceed an amount equal to 105% of the Revolving Credit Facility at such time, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Revolving Credit Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Total Revolving Credit Outstandings as of such date of payment to an amount not to exceed 100% of the Revolving Credit Facility at such time; provided, however, that, subject to the provisions of Section 2.19(a)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Revolving Credit Loans, the Total Revolving Credit Outstandings exceed the Revolving Credit Facility at such time. The Administrative Agent may, at any time and from time to time after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of further exchange rate fluctuations.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 10,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.18, each such prepayment shall be paid applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time may voluntarily prepay Revolving Credit Loans and Term the Loans in whole or in part without premium or penalty; part, provided that (i) such notice must any prepayment of a Facility shall be in a form acceptable applied against outstanding Loans of each Lender under that Facility pro rata according to each Lender’s Percentage of that Facility, (ii) each prepayment of the Administrative Agent and received by Loans shall be made to the Administrative Agent not later than 11:00 a.m. 12:00 noon on a Business Day, and funds received after that hour shall be deemed to have been received by the Administrative Agent on the next following Business Day, (Aiii) two Business Days prior to any date of each partial prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of any LIBOR Loan shall be accompanied by accrued interest on such partial prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on through the date of prepayment of Base Rate Loans; and additional compensation (iiif any) any calculated in accordance with Section 2.18, (iv) each partial prepayment of Term SOFR LIBOR Loans shall be in an aggregate amount equal to the applicable minimum Loan amount specified in Section 2.4 for the applicable Facility and, after application of any such prepayment, shall not result in a principal LIBOR Loan remaining outstanding in an amount of $1,000,000 or a whole multiple thereof; less than such minimum Loan amount, (iiiv) any each partial prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Floating Rate Loans shall be in a principal an aggregate amount equal to (A) $1,000,000 or (B) the sum of $500,000 or a whole 1,000,000 and an integral multiple of $100,000 500,000, unless (in excess thereof oreither case) the aggregate outstanding balance of all Loans under the Facility being prepaid is less than such minimum Loan amount, in each casewhich event any such prepayment may be in such lesser amount, if less(vi) unless notified by the Borrower in writing to the contrary, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeshall apply all partial prepayments first, to Revolving Advances and second, to Term Advances, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each vii) each partial prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) Facility shall be applied to the remaining principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.due thereunder on a pro

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans and or Incremental Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two three (3) U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 2,000,000 or a whole multiple of the Dollar Equivalent $500,000 in excess thereof; , and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding (or in the case of each of clauses (ii) and (iii), such other amount as may be provided in the applicable Incremental Term Loan Agreement). Each such notice shall specify (x) the date and amount and currency of such prepayment prepayment, (y) whether such Loans are Committed Loans or Incremental Term Loans, and, if Incremental Term Loans, the applicable Series and (z) the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender or Incremental Term Lender, as the case may be, of its receipt of each such notice, and of the amount of such LenderXxxxxx’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all or any part of the outstanding Loans 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, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any Loan SOFR Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment (1) of the outstanding Term Committed Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Committed Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages Pro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in respect of each of the relevant Facilitiessuch Series in accordance with their respective Pro Rata Shares.

Prepayments. (a) Each Borrower The Borrowers may, upon notice from the Company Xxxxxxxxx to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans and Term Loans under a Facility in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR LoansLoans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iviii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment prepayment, whether Committed AC Loans or Committed USD Loans are to be prepaid, and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)applicable Facility of such prepayment. If such notice is given by the CompanyXxxxxxxxx, the applicable Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders under a Facility in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiessuch Facility.

Prepayments. (a) Each The Borrower may, upon at least five (5) Business Days' notice from the Company to the Administrative AgentBank, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans the Note in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable with accrued interest to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of such prepayment on the amount prepaid without penalty or premium (but subject to payment of Term SOFR Loansbreak-funding costs, (B) four Business Days (or fiveif any, of the Bank in the case of a prepayment on a day other than the last day of Loans denominated in Special Notice Currencies) prior to any date of an Interest Period), provided, that each partial prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of not less than Fifty Thousand Dollars ($1,000,000 or a whole multiple thereof; (iii50,000.00) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans Borrower pays to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of Bank any and all other fees and charges then due hereunder and under the other Loan Documents in connection with such Loansprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) All partial prepayments shall be applied to principal in the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17Without limiting the foregoing, each such prepayment if the Note is prepaid on any day other than the last day of an Interest Period applicable thereto, the Borrower shall be paid also pay to the Lenders Bank any loss or expense that the Bank may sustain or incur as a consequence of (i) a default by the Borrower in making any prepayment of the Note after the Borrower has given a notice thereof to the Bank in accordance with their respective Applicable Percentages in respect the provision of each this Agreement or (ii) the making of any prepayment (irrespective of the relevant Facilitiestiming of any notice) on a day that is not the last day of an Interest Period with respect thereto. Any such loss and/or expense shall include any amount equal to the excess, if any, of (a) the amount of interest that would have accrued on the amount so prepaid for a period from the date of such prepayment to the last day of such Interest Period at the applicable rate of interest for such Note, excluding the applicable LIBOR Margin, over (b) the amount of interest (as reasonably determined by the Bank) that would have accrued to the Bank on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. A statement as to any amount payable pursuant to this Section 2.04 submitted to the Borrower by the Bank shall be conclusive in the absence of manifest error. This provision shall survive the payment in full of the Note.

Prepayments. Borrower can voluntarily prepay, upon five (5) Business Days’ prior written notice to Agent, the Term Loan in full, but not in part. Upon the date of (a) Each any voluntary prepayment of the Term Loan in accordance with the immediately preceding sentence or (b) any mandatory prepayment of the Term Loan required under this Agreement (whether by acceleration of the Obligations pursuant to Section 8.2 or otherwise), Borrower may, upon notice from the Company shall pay to the Administrative Agent, at any time or from time for the ratable benefit of the Lenders, a sum equal to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable all outstanding principal plus accrued interest with respect to the Administrative Term Loan, plus (ii) the Final Payment Fee (as such term is defined in Section 2.7(c)) for the Term Loan, and plus (iii) a prepayment premium (as yield maintenance for the loss of a bargain and not as a penalty) equal to: (i) 4% of the prepayment amount, if such prepayment is made on or before the one year anniversary of the Closing Date, (ii) 2% of the prepayment amount, if such prepayment is made after the one year anniversary of the Closing Date but on or before the two year anniversary of the Closing Date, and (iii) 1% of the prepayment amount, if such prepayment is made after the two year anniversary of the Closing Date but before the Term Loan Maturity Date. Notwithstanding the foregoing, Borrower shall not be required to pay a prepayment premium solely in the instance where (x) the Agent in its discretion in accordance with Section 6.4 has applied insurance proceeds against the Obligations prior to the occurrence of a Default or Event of Default; provided, that, the prepayment premium exclusion in this sentence shall not apply to any application of insurance proceeds (regardless of whether a Default or Event of Default has occurred or is continuing) if Borrower has not reinvested insurance proceeds as permitted and received by in accordance with Section 6.4 within the Administrative Agent not later than 11:00 a.m. Reinvestment Period (as defined in Section 6.4), or (y) the outstanding Obligations are paid in full either (A) two Business Days prior at the request of the Agent and/or Required Lenders solely as a result of an Event of Default pursuant to any date of prepayment of Term SOFR Loans, Section 8.1(k)(iii) or (B) four Business Days (or five, in at the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount election of the Dollar Equivalent Borrower after requesting in writing a consent and/or waiver to an Event of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required Default pursuant to Section 3.05. Each prepayment 8.1(k)(iii) (so long as such request is based upon a bona fide request or action by Kovner (as defined below) to purchase Stock in excess of the outstanding Term Loans what is permitted pursuant to this Section 2.05(a8.1(k)(iii)) shall which Agent and/or the Required Lenders have indicated in writing will not be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesgranted.

Prepayments. (a) Each The Borrower may, upon notice from shall have the Company to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Revolving Credit Loans and Term Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (ior telephonic notice promptly confirmed in writing) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not no later than 11:00 a.m. (Ai) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currenciesany Eurodollar Borrowing, 12:00 noon not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Alternative Currency Loanssuch prepayment, and (Ciii) in the case of Swingline Borrowings, prior to 12:00 noon on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount and currency of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Term SOFR Loans each Borrowing or Alternative Currency Term Rate Loans are portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companygiven, the applicable Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all designated in such notice, together with accrued interest to such date on the amount so prepaid; provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.19. Each partial prepayment of any Revolving Loan (other than a Swingline Loan) shall be in a minimum amount of $5,000,000 and in integral multiples of $1,000,000, and each partial prepayment of any Swingline Loan shall be in a minimum amount of $100,000 and integral multiples of $50,000. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each Loans comprising such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesBorrowing.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans or Term SOFR Daily Floating Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans or Term SOFR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 's Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan and any Alternative Currency Term Rate Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, upon notice from the Company Subject to the Administrative Agentlimitation noted below, at and without limiting Section 5.03(b) hereof, any time or from time to time voluntarily Borrower may prepay its Revolving Credit Loans or Capex Loans upon at least one (1) Business Day’s notice to Agent in the case of Chase Manhattan Bank Rate Loans, and Term Loans at least three (3) Business Day’s notice to Agent in the case of Libor Rate Loans, in whole or in part without premium or penalty; with accrued interest to the date of such prepayment on the amount prepaid, provided that (ia) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of each partial prepayment of Term SOFR Loans, (B) four Business Days (or fiveshall be, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loansa Libor Rate Loan, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of not less than One Million Dollars ($1,000,000 or a whole multiple thereof1,000,000) and integral multiples of One Hundred Thousand Dollars ($100,000); (iiib) Libor Rate Loans prepaid on any Business Day other than the last day of the Libor Period applicable for such Loan shall require such Borrower to pay the Libor Rate Prepayment Premiums; and (c) any prepayment of Alternative Currency Loans shall be in all or any part of a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Capex Loan shall be accompanied by payment of any applicable Capex Prepayment Premium. In the event that the Borrowers shall cause the Revolving Credit Facility to be cancelled effective as of any date prior to the then-current Revolving Credit Commitment Termination Date and FiberMark or any Borrower shall obtain an alternative commitment from another lender for financing, all Borrowers shall prepay all Revolving Credit Loans and Capex Loans in whole with accrued interest on to the date of such cancellation and shall provide either (a) cash collateral in an amount equal to 105% of the aggregate amount remaining available to be drawn under all L/Cs or (b) an indemnification, in form and substance reasonably satisfactory to the Agent, from a commercial bank or other financial institution acceptable to the Agent for the L/C Obligations with respect to the L/Cs. In addition, unless such cancellation is in connection with (i) an offering of senior notes registered under the Securities Exchange Act of 1934, as amended, or (ii) an Asset Acquisition (as defined in either Indenture), the Borrowers shall pay to the Agent, for the ratable account of each Lender, a prepayment fee in the amount prepaidof (A) 1% of the Revolving Credit Facility, together other than with respect to such portion of the Revolving Credit Facility comprised of Capex Loans and (B) with respect to Capex Loans, the Capex Prepayment Premium. To the extent that, at any additional amounts required pursuant to Section 3.05. Each prepayment time, the sum of the outstanding Term principal amount of all the Revolving Credit Loans pursuant plus the L/C Outstandings taken together exceeds the Revolving Credit Limit, the Borrowers shall pay to this Section 2.05(a) the Agent, for the ratable benefit of the Lenders, the amount of such excess which shall be applied by the Agent in the following order: (i) first to Reimbursement Obligations; (ii) second to Revolving Credit Loans that are Chase Manhattan Bank Rate Loans; and (iii) third to Revolving Credit Loans that are Libor Rate Loans. To the extent that, following such payments and prepayments, the L/C Outstandings exceed the Revolving Credit Limit, the Borrowers shall provide cash collateral to the principal repayment installments thereof Agent in inverse order an amount equal to 105% of maturity. Subject such excess, to Section 2.17, each such prepayment shall be paid to the Lenders held in accordance with their respective Applicable Percentages Section 3.02A. Without limiting Section 5.03(b) hereof, upon any sale, exchange or other disposition of any Financed Equipment or any Converting Facilities Equipment, the proceeds of any such sale, exchange or other disposition shall not be commingled with any Borrower’s other property, but shall be segregated, held by the applicable Borrower in respect of each trust for the Lenders as the Lenders’ exclusive property, and shall be delivered immediately by such Borrower to the Agent in the identical form received by the Borrower and shall be (i) applied to payment of the relevant Facilitiesapplicable Capex Loan and the payment of any Capex Prepayment Premium and Libor Rate Prepayment Premium, and (ii) to the extent of any excess, returned to the Borrowers or otherwise remitted or applied in accordance with the instructions of the Borrowers. If the proceeds from any sale, exchange or other disposition of any Financed Equipment or any Converting Facilities Equipment are insufficient to pay in full the outstanding balance of the applicable Capex Loan and all other amounts described in clause (i) of the immediately preceding sentence, then the applicable Borrower shall concurrently pay any such shortfall to the Agent.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans Loans, in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, Eurocurrency Rate Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the Dollar Equivalent $100,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.12, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each Percentages. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the relevant FacilitiesLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) Each Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon same Business Day’s notice from to Administrative Agent in the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit case of Base Rate Loans and Term Loans in whole or in part without premium or penalty; provided that Daily SOFR Loans, and at least three (i3) such Business Days’ notice must be in a form acceptable to the Administrative Agent and in the case of Term SOFR Loans, in the form of a Notice of Loan Prepayment, which Notice of Loan Prepayment shall have been received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (CNew York time) on such applicable date, prepay in whole or in part the date of prepayment of Base Rate Revolving Credit Loans; provided, that (ii1) any partial prepayment of Term SOFR Loans under the foregoing shall be in a principal amount at least equal to One Million Dollars ($1,000,000) and in integral multiples of One Hundred Thousand Dollars ($1,000,000 or a whole multiple thereof; (iii100,000) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (2) each prepayment under the foregoing shall include, at Administrative Agent’s option, all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender Bank of its receipt of each such notice, and of the amount of such LenderBank’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided, however, any prepayment notice may be conditioned upon the consummation of any Loan shall be accompanied by all accrued interest on the amount prepaidfinancing or acquisition or similar transaction and, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturityextent such condition is not satisfied by the effective date specified therein, such prepayment notice may be revoked or the effective date specified therein may be delayed. Subject to Section 2.1712.20, each such prepayment shall be paid applied to the Lenders Loans of the Banks in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPro Rata Shares.

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

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. noon (A) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the one Business Day prior to any date of prepayment of Base Rate Loans; and (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each casecase of the foregoing clauses (ii) through (iv), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, currency and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is to be made from the proceeds of another transaction that will result in the refinancing of all of the Obligations and the termination of this Agreement, then such prepayment may be conditioned upon the closing of such refinancing transaction. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.14, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each The Borrower may, upon notice from the Company Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term the Loans in whole or in part without premium or penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 10:00 a.m. (A1) two three (3) Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Eurocurrency Rate Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Term SOFR Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; of $100,000 in excess thereof (iii) any prepayment of Alternative Currency Loans shall be in a minimum or, if less, the entire principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; thereof then outstanding) and (ivC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.12, each such prepayment shall be paid applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentages Pro Rata Shares. Any prepayment of Loans shall be applied to reduce the subsequent scheduled repayments of such Loans to be made pursuant to Section 2.05 as directed by the Borrower (and absent such direction in respect direct order of each of the relevant Facilitiesmaturity).

Prepayments. (a) Each The Borrower may, upon notice from to the Company Administrative Agent (which notice, in the case of a termination of the full amount of the Facility and prepayment of all Loans in connection therewith, may state that it is conditioned on the Borrower receiving proceeds of other financing, in which case such notice may be revoked by the Borrower (by providing notice to the Administrative Agent) if such financing is not received by the Borrower on or prior to the proposed termination date of the Facility and prepayment of all Loans in connection therewith), at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A1) two three Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C2) on the date of prepayment of Daily Simple SOFR Loans or Base Rate Loans; (iiB) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 3,000,000 or a whole multiple of the Dollar Equivalent $1,000,000 in excess thereof; and (ivC) any prepayment of Daily Simple SOFR Loans or Base Rate Loans shall be in a principal amount of $500,000 300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.19, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesFacility.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole or in part without premium or penalty, subject to Section 2.04(i) below; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and date, amount and currency of such prepayment and the Type(s) of Loans to be prepaid andprepaid, and if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companya Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term SOFR Loan or an Alternative Currency Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity2.18. Subject to Section 2.172.21, each such prepayment shall be paid applied to the Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. (a) Each Borrower may, Immediately upon notice receipt (whether at or subsequent to such disposition or sale) by any Loan Party of cash proceeds from any asset (whether owned by such Loan Party or by a Subsidiary of the Company Parent) disposition (excluding proceeds of asset dispositions permitted by Section 7.9(a) or permitted to be reinvested in Equipment pursuant to clause (i) of the second sentence of Section 7.9) or from any sale of the stock or other equity interests of the Borrowers or any Subsidiary of the Parent (other than to the Administrative AgentParent or any Subsidiary of the Parent), at any time whether in one or from time more transactions, the Borrowers shall jointly and severally prepay the Obligations in an amount equal to time voluntarily prepay Revolving Credit Loans one hundred percent (100%) of the Net Cash Proceeds of such disposition or sale if such disposition or sale is of assets other than stock or other equity interests and Term Loans in whole an amount equal to fifty percent (50%) of the Net Cash Proceeds of such disposition or in part without premium sale if such disposition or penaltysale is of stock or other equity interests; provided that (i) any such notice must prepayment shall not be in required until the Loan Parties have received Net Cash Proceeds aggregating at least $1,000,000. As used herein, "Net Cash Proceeds" of a form acceptable to disposition or sale means the Administrative Agent and received by gross cash proceeds of such disposition or sale minus the Administrative Agent not later than 11:00 a.m. sum, without duplication, of (A) two Business Days prior commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by any date of prepayment of Term SOFR LoansLoan Party in connection therewith (in each case, paid to non-Affiliates), (B) four Business Days transfer taxes, (C) amounts required to be paid to holders of Liens on the assets (other than the Collateral) sold or fivedisposed of (to the extent such Liens constitute Permitted Liens hereunder) in connection with such disposition or sale, (D) direct costs incurred to repair or improve such asset in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loansconnection with, and necessary for, such disposition, and (CE) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be an appropriate reserve for income taxes in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be accordance with GAAP in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinconnection therewith. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders applied in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesSection 3.3(b).

Prepayments. (a) Each Borrower may, upon notice from the Company such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two 4:00 p.m. three Business Days prior to any date of prepayment of Term SOFR LoansBenchmark Rate Loans denominated in Dollars, (B) 4:00 p.m. four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Loans denominated in Alternative Currency LoansCurrencies, and (C) 12:00 noon on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Benchmark Rate Loans or Daily Benchmark Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Benchmark Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Companysuch Borrower, the applicable such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice may state that it is conditioned upon the incurrence of other indebtedness or the receipt of proceeds from another transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent) if such condition is not satisfied. Any prepayment of any a Term Benchmark Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.19(a), each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. Except as expressly provided in this Agreement, all prepayments of principal of the Term Loans made by Borrower pursuant to SECTION 4.2(b), (ad), (e), (f) Each Borrower mayand (h) shall, upon notice from the Company for so long as any Term B Loans shall be outstanding, first be applied to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and payment of the unpaid principal amount of the Term B Loans in whole or in part without premium or penalty; provided that (i) proportional amounts equal to each Term B Lender's Pro Rata Share of such notice must be in a form acceptable prepayment and, after the Term B Loans have been repaid, applied to the Administrative Agent and received by payment of the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior unpaid principal amount of the Term A Loans in proportional amounts equal to any date each Term A Lender's Pro Rata Share of prepayment of Term SOFR Loanssuch prepayment; PROVIDED, (B) four Business Days (or fiveHOWEVER, that in the case of prepayment prepayments made following the payment in full of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency all Term B Loans, and (C) on up to 50% of such prepayment shall be applied pro rata to the Scheduled Term A Loans Principal Payments to be made within the twelve-month period following the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable remaining portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof Scheduled Term A Loans Principal Payments in inverse order of maturity. Subject If any prepayment of Eurodollar Loans shall reduce the outstanding amount of any Tranche of Eurodollar Loans to Section 2.17an amount less than $10,000,000, each such prepayment Eurodollar Loans shall immediately be converted into Base Rate Loans. All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be paid applied to the Lenders in accordance with their respective Applicable Percentages in respect payment of each of the relevant Facilitiesinterest before application to principal and shall include amounts payable, if any, under SECTION 3.4.

Prepayments. (a) Each Borrower maySo long as no Event of Default has occurred and is continuing, upon notice from the Company each mandatory prepayment pursuant to Section 2.14 shall be applied as follows: first, to the Administrative Agent, at payment of any time or from time Obligations due pursuant to time voluntarily prepay Revolving Credit Loans Section 3.04(c) and Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent payment of all accrued and received by unpaid interest upon the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or each such mandatory prepayment on a whole multiple thereof; pro rata basis (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orprovided that, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent may elect in its sole discretion to not apply such mandatory prepayment to the payments described in this item first in which case such payments will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any earlier of (i) the Interest Payment Date immediately following the application of such mandatory prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaidpursuant to this Section 2.15 and (ii) upon five (5) Business Days’ written notice from Administrative Agent); second, together except with any additional amounts required respect to prepayments made pursuant to Section 3.05. Each 2.14(g), to the prepayment of the outstanding principal amount of all Term Loans pursuant to this Section 2.05(a) shall be on a pro rata basis (with the amount of such prepayment of Term Loans being applied to the principal repayment installments thereof remaining Installments in inverse order of maturity. Subject to Section 2.17), each such prepayment shall be paid subject to the Lenders application of Section 2.15(b); third, to the prepayment of all outstanding Swingline Loans (with no permanent reduction in accordance Revolving Loan Commitments) on a pro rata basis, subject to the application of Section 2.15(b); fourth, to the prepayment of all outstanding Revolving Loans (with their respective Applicable Percentages no permanent reduction in Revolving Loan Commitments) on a pro rata basis, subject to the application of Section 2.15(b); fifth, to Cash Collateralize the Letter of Credit Obligations; sixth, to cash collateralize Secured Hedging Obligations entered into by Borrower with respect to any Class of each of Loans on a pro rata basis, pursuant to an arrangement satisfactory to Administrative Agent and the relevant Facilitiesapplicable Secured Parties; seventh, to cash collateralize Secured Hedging Obligations not described in item fifth above, on a pro rata basis, pursuant to an arrangement satisfactory to Administrative Agent and the applicable Secured Parties; eight, to cash collateralize Obligations pursuant to a Secured Treasury Management Agreement, on a pro rata basis, pursuant to an arrangement satisfactory to Administrative Agent and the applicable Secured Parties; ninth, to any other Obligation that is due and payable; and tenth, any amount remaining may be retained by Borrower.

Prepayments. (a) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans and Term Loans made to such Borrower in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) two three Business Days prior to any date of prepayment of Term SOFR LoansRate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Term Rate Loans denominated in Alternative Currency LoansCurrencies, and (C) on the date of prepayment of Base Rate Committed Loans or Canadian Prime Rate Loans; and (ii) any prepayment of Term SOFR Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment of its respective Committed Loans and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any a Term Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.18, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant FacilitiesPercentages.

Prepayments. The Company may not prepay the principal of this Note without the prior written consent of the Payee, which may be given or withheld in the Payee's sole discretion. Default and Acceleration. Each of the following shall be an "event of default" under this Note: (a1) Each Borrower may, upon notice from if default occurs in the payment of principal or interest under this Note or in the payment of any other indebtedness or obligation that the Company now or in the future owes to Payee, as and when it shall be or become due and payable; (2) if default occurs in the Administrative Agentperformance of any other obligation to Payee under this Note, the Purchase Agreement (as defined below), the Stock Purchase Agreement dated March 5, 2003, the Stock Purchase Agreement dated August 17, 2006, or any other agreement that has been or in the future is entered into between the Company and Payee, in each case as may be amended from time to time, or if there occurs any other event of default under the Purchase Agreement or any such other agreement; (3) if any warranty or representation that the Company has made to Payee in any agreement, or if any financial statement or other document given to Payee in connection with the transactions contemplated by the Purchase Agreement, shall have been false in any material respect; (4) if the Company dissolves, becomes insolvent, or makes an assignment for the benefit of creditors; (5) if the Company defaults in the payment of any other material indebtedness or performance of material obligations owed to any other party or entity; or (6) a Change of Control of the Company. Upon the occurrence of any event of default, all or any part of the indebtedness evidenced by this Note and all or any part of all other indebtedness and obligations that the Company then owes to Payee shall, at the option of Payee, become immediately due and payable without notice or demand. If a voluntary or involuntary case in bankruptcy, receivership or insolvency shall at any time be begun by or from time to time voluntarily prepay Revolving Credit Loans and Term Loans in whole against the Company or in part without premium if any levy, writ of attachment, garnishment, execution or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans similar process shall be in a principal amount issued against or placed upon any property of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Company, then all such indebtedness shall automatically become immediately due and payable. All or any part of the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall indebtedness evidenced by this Note also may become, or may be declared to be, immediately due and payable on under the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on terms and conditions contained in the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of Purchase Agreement or other agreement that has been or in the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied future is entered into between the Company and Payee upon the terms and to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilitiesextent provided therein.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans and Term Loans Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, Loans or Alternative Currency Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 500,000 or a whole multiple of the $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof); and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, Dollar Equivalent thereof) or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable (subject to the final sentence of this Section 2.03(a)) and specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.172.12, each such prepayment shall be paid applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages in respect of each Percentages. Notwithstanding anything herein to the contrary, the Borrower may rescind any such notice not later than 1:00 p.m. on the Business Day before such prepayment was scheduled to take place if such prepayment would have resulted from a refinancing of the relevant FacilitiesLoans, which refinancing will not be consummated or will otherwise be delayed.

Prepayments. (a) Each The Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Committed Loans and or Incremental Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and received by the Administrative Agent not later than 11:00 a.m. (A) two three (3) U.S. Government Securities Business Days prior to any date of prepayment of Term SOFR Loans, Loans and (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $1,000,000 2,000,000 or a whole multiple of the Dollar Equivalent $500,000 in excess thereof; , and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding (or in the case of each of clauses (ii) and (iii), such other amount as may be provided in the applicable Incremental Term Loan Agreement). Each such notice shall specify (x) the date and amount and currency of such prepayment prepayment, (y) whether such Loans are Committed Loans or Incremental Term Loans, and, if Incremental Term Loans, the applicable Series and (z) the Type(s) of Loans to be prepaid and, if Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender or Incremental Term Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the CompanyBorrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all or any part of the outstanding Loans 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, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of any Loan SOFR Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment (1) of the outstanding Term Committed Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order Committed Loans of maturity. Subject to Section 2.17, each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages Pro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in respect of each of the relevant Facilitiessuch Series in accordance with their respective Pro Rata Shares.