Common use of Prepayments Clause in Contracts

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof); provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Each Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of BSBY Rate Term SOFR Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency any Daily RFR Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans or Daily RFR Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned upon the effectiveness of other Indebtedness or the occurrence of one or more other transactions or events. Each such notice shall specify the date date, amount and amount currency of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR 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 Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts (if applicable) required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 2.05(a) shall be applied to ratably between the principal repayment installments thereof in direct order of maturity. Subject Three-Year Term Loan Facility and the Eighteen Month Term Loan Facility, and subject to Section 2.152.17, each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares Applicable Percentages in respect of each of the relevant FacilitiesFacility. Subject to Section 2.17, each such prepayment of Revolving Credit Loans shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable Percentage. (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 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower 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 for any reason the Total Revolving Credit Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCredit Facility at such time, the Borrower Borrowers shall immediately prepay Revolving Credit Loans or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans and Swing Line 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 exchange rate fluctuations. (d) Any prepayment If the Administrative Agent notifies the Company at any time that the Outstanding Amount of a BSBY Rate Loan and any all Revolving Credit Loans denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Loan Sublimit then in effect, then, within two (2) Business Days after receipt of such notice, the Borrowers shall be accompanied by all accrued interest on the prepay Revolving Credit Loans in an aggregate amount prepaid, together with any additional amounts required pursuant sufficient to Section 2.12. (e) All prepayments reduce such Outstanding Amount as of Loans by the Borrower shall be applied so that each Lender continues such date of payment to have a ratable portion (according an amount not to its applicable Pro Rata Share) exceed 100% of the outstanding LoansAlternative Currency Sublimit then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three two (32) Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans or Daily Simple SOFR Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans or Daily Simple 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding; and (iv) 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 on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency 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 2.123.05. Subject to Section 2.13, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (eb) All prepayments of Loans by If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall be applied so that each Lender continues immediately prepay Loans in an aggregate amount equal to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loanssuch excess.

Prepayments. (a) The Borrower Company may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in 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. (A) three (3) Business Days prior to any date of prepayment of BSBY Rate Term SOFR Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans[reserved], and (C) on the date of prepayment of Base Rate LoansLoans (or, in each case, such shorter period as the Administrative Agent may agree in its sole discretion); (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof[reserved]; 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order its receipt of maturity. Subject to Section 2.15, each such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares notice in respect of each any Loans, and of the relevant Facilities. (b) amount of such Lender's Applicable Loan Percentage of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company 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 notice is given in connection with a full or partial refinancing of the Facilities, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case such notice may be revoked by the Company (cby notice to the Administrative Agent on or prior to the date of such prepayment) If at if such condition is not satisfied; provided that the Company shall pay any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal amounts required pursuant to such excess. (d) Section 3.05. Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments 3.05. Each such prepayment of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Loans of the outstanding LoansLenders in accordance with their respective Applicable Loan Percentages.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereofexcept as set forth in Section 2.05(b)); 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) three (3) Business Days prior to any date of prepayment of BSBY Eurodollar Rate Loans, Loans and (B) four (4) one Business Days (or five (5), 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 BSBY Eurodollar Rate Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iviii) 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 or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if BSBY Eurodollar Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Eurodollar Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in respect of the applicable Facility in accordance with their respective Applicable Percentages. All prepayments of Term Loans pursuant to this Section 2.05(a) shall be applied to the scheduled installments of the Term Loans in the manner directed by the Borrower in the respective notice of prepayment (or, in the absence of such direction, in direct order of maturity). (b) If the Borrower (x) makes any prepayment or repayment of Term Loans pursuant to Section 2.05(a) or (e) or (y) effects a Repricing Transaction (including by replacing a Non-Consenting Lender in connection therewith pursuant to Section 11.13(e)), in either case, (A) after the Closing Date and on or prior to the two-year anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender (including each Non-Consenting Lender that does not consent to a Repricing Transaction and is replaced pursuant to Section 11.13(e)), a fee equal to the Make Whole Premium on the principal amount of Term Loans so prepaid or repaid or subject to such Repricing Transaction (or such replacement), and (B) after the two-year anniversary of the Closing Date and on or prior to the 30-month anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender (including each Non-Consenting Lender that does not consent to a Repricing Transaction and is replaced pursuant to Section 11.13(e)), a fee equal to 1% of the principal amount of Term Loans so prepaid or repaid or subject to such Repricing Transaction (or such replacement). (c) [Reserved]. (d) Within ten Business Days after the receipt by the Parent or any of its Restricted Subsidiaries of Net Cash Proceeds of any Disposition (other than Dispositions expressly permitted under Section 8.05(a), (b), (c), (d), (f) or (h)) or from any Extraordinary Loss from and after the Closing Date, the Borrower shall repay Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (h) below); provided, that if the Borrower shall certify at the time of such receipt that it, the Parent or any of their Restricted Subsidiaries intends to (i) Reinvest such Net Cash Proceeds within twelve months of such receipt or (ii) enter into a legally binding commitment to Reinvest such Net Cash Proceeds within twelve months following receipt of such Net Cash Proceeds, no later than six months after the end of such twelve month period, the Borrower or such Restricted Subsidiary may use such Net Cash Proceeds for such purposes; provided further, to the extent that the Borrower or such Restricted Subsidiary shall not have (i) Reinvested 100% of such Net Cash Proceeds by not later than twelve months after the receipt thereof or (ii) entered into a legally binding commitment to Reinvest such Net Cash Proceeds within twelve months and Reinvested such Net Cash Proceeds no later than six months after the end of such twelve month period, the Borrower shall use any such remaining Net Cash Proceeds to repay Loans on such date; and provided, further, the Borrower shall not be required to repay Loans pursuant to this clause (d) unless and until the aggregate amount of Net Cash Proceeds the Borrower is required to use to prepay Loans pursuant to this clause (d) is equal to or greater than $15,000,000 (and at such time, the Borrower shall prepay the Loans using all such Net Cash Proceeds (and not just the portion in excess of $15,000,000)). (e) Within five Business Days after the receipt by the Parent or any of its Restricted Subsidiaries of Net Cash Proceeds from the incurrence, issuance or sale by the Parent or any Restricted Subsidiary of Indebtedness (other than Indebtedness expressly permitted by Section 8.03, but including Indebtedness in respect of Refinancing Facilities and Refinancing Equivalent Debt), the Borrower shall repay Loans in an aggregate principal amount equal to 100% of such Net Cash Proceeds (such prepayments to be applied as set forth in clause (h) below). (f) Within ten Business Days after financial statements have been delivered pursuant to Section 7.01(a) and the related Compliance Certificate has been delivered pursuant to Section 7.02(b), beginning with the fiscal year ending December 31, 2020 and for each fiscal year thereafter, the Borrower shall prepay an aggregate principal amount of Loans (such prepayments to be applied as set forth in clause (h) below) equal to the remainder of (A) 50% of Excess Cash Flow for the fiscal year covered by such financial statements minus (B) other than to the extent made with the proceeds of long-term Indebtedness (other than revolving Indebtedness), (i) the aggregate principal amount of voluntary prepayments of Term Loans made during such fiscal year pursuant to Section 2.05(a), (ii) the aggregate amount of any reduction in the outstanding principal amount of Term Loans resulting from assignments to the Borrower made during such fiscal year in accordance with Section 11.06(g) (but, in the case of this clause (ii), limited to the amount of cash actually used to purchase principal of such Term Loans), (iii) the aggregate principal amount of any voluntary prepayments of Existing Revolving Credit Loans made during such fiscal year (but, in the case of this clause (iii), only to the extent accompanied by a like voluntary reduction in the applicable Existing Revolving Credit Commitments), and (iv) the aggregate principal amount of any voluntary prepayments of Other Applicable Indebtedness made during such fiscal year (but, in the case of this clause (iv), limited to the amount of cash actually used to purchase principal of such Other Applicable Indebtedness if purchased at a discount); provided that such percentage shall be reduced to 25% if the Consolidated Secured Leverage Ratio as of the last day of the applicable fiscal year was less than or equal to 3.00:1.00; and provided, further, that no mandatory prepayment under this Section 2.05(f) shall be required if the Consolidated Secured Leverage Ratio as of the last day of the applicable fiscal year was less than or equal to 2.25:1.00. (g) Notwithstanding anything to the contrary in Section 2.05(d), Section 2.05(e) and/or Section 2.05(f) above, as applicable, (i) if at the time that any prepayment pursuant to Section 2.05(d) would be required, the Borrower is required to prepay or offer to prepay or repurchase any Existing Term Loans (or any Permitted Refinancing thereof), Refinancing Equivalent Debt and/or Additional Ratio Debt, in each case, that is secured by the Collateral on a pari passu basis and is pari passu in right of payment, in each case, with the Term Loans pursuant to the terms of the documentation governing such Indebtedness (such Existing Term Loans (or any Permitted Refinancing thereof), Refinancing Equivalent Debt and/or Additional Ratio Debt required to be so prepaid or offered to be so prepaid or repurchased, “Other Applicable Indebtedness”) with a portion of such prepayment, then the Borrower may apply such portion of such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with Section 2.05(h)) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.05(d) shall be reduced accordingly, (ii) if at the time that any prepayment pursuant to Section 2.05(e) would be required (other than as a result of the incurrence of Refinancing Facilities or Refinancing Equivalent Debt), the Borrower is required to prepay or offer to prepay or repurchase any Other Applicable Indebtedness with a portion of such prepayment, then the Borrower may apply such portion of such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Cash Proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Term Loans in accordance with Section 2.05(h)) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.05(e) shall be reduced accordingly, (iii) if at the time that any prepayment pursuant to Section 2.05(f) would be required (the amount of any such prepayment, the “ECF Prepayment Amount”), the Borrower is required to prepay or offer to prepay or repurchase any Other Applicable Indebtedness with a portion of such ECF Prepayment Amount, then the Borrower may apply such portion of such ECF Prepayment Amount on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided that the portion of such ECF Prepayment Amount allocated to the Other Applicable Indebtedness shall not exceed the amount of such ECF Prepayment Amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such ECF Prepayment Amount shall be allocated to the Term Loans in accordance with Section 2.05(h)) to the prepayment of the Term Loans and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Term Loans that would have otherwise been required pursuant to Section 2.05(f) shall be reduced accordingly and (iv) to the extent the holders of Other Applicable Indebtedness decline to have such Indebtedness repurchased or prepaid as described in preceding clauses (i), (ii) and/or (iii), the declined amount (other than any such amount declined by the Lenders pursuant to Section 2.05(i) below) shall promptly (and in any event within one Business Day after the date of such rejection) be applied to prepay the Term Loans in accordance with Section 2.05(h). All prepayments of Loans made pursuant to clauses (d), (e) and (f) of Section 2.05 shall be applied ratably to the Term Loans. (h) All prepayments of Term Loans shall be applied to the scheduled installments thereof in direct order of maturity. (i) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Term Loans required to be made pursuant to Sections 2.05(d), (e) and (f) at least three Business Days prior to the date of such prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each appropriate Lender of the contents of the Borrower’s prepayment notice and of such appropriate Lender’s Applicable Percentage of the prepayment. Each Lender may reject all or a portion of its Applicable Percentage of any mandatory prepayment (such declined amounts (other than to the extent such declined amounts are otherwise required to repay Other Applicable Indebtedness), the “Declined Proceeds”) of Term Loans required to be made pursuant to Sections 2.05(d) and (f) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Borrower no later than 5:00 p.m. one Business Day after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory repayment of Term Loans to be rejected by such Lender. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above or such Rejection Notice fails to specify the principal amount of the Term Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Proceeds remaining thereafter shall be retained by the Borrower. (j) Notwithstanding any provision under this Section 2.05 to the contrary, (i) any amounts that would otherwise be required to be paid by the Borrower pursuant to Sections 2.05(d) and (f) shall not be required to be so prepaid to the extent of any such Excess Cash Flow that is generated by a Foreign Subsidiary or such Net Cash Proceeds are received by a Foreign Subsidiary, for so long as the repatriation to the United States of any such amounts would be prohibited under any requirement of law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (the Borrower agreeing to cause the applicable Foreign Subsidiary to promptly take all commercially reasonable actions required by the applicable local law to permit such repatriation), and once such repatriation, unless the provisions of clause (iii) below are applicable, of any such affected Net Cash Proceeds or Excess Cash Flow is permitted under the applicable requirement of law and, to the extent applicable, would no longer conflict with the fiduciary duties of such director, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for the Persons described above, such repatriation will be promptly effected and such repatriation of Net Cash Proceeds or Excess Cash Flow, as applicable, will be promptly (and in any event not later than five Business Days after such repatriation) applied so that each Lender continues (net of additional taxes payable or reserved against as a result thereof) to have a ratable portion (according to its applicable Pro Rata Share) the repayment of the outstanding Loans.Loans pursuant to this Section 2.05 to the extent provided herein (without regard to this clause (k)); and (ii) if the repatriation by a Foreign Subsidiary to the United States of any amount required to mandatorily prepay the Loans pursuant to Sections 2.05(d) and (f) would result in material adve

Prepayments. (a) The Any Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans Advances in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) two Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, Term SOFR Advances; and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Loans Term SOFR Advances shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility being prepaid and the Type(s) of Loans Advances to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans SOFR Advances are to be prepaid, the Interest Period(s) of such LoansAdvances. Each prepayment The Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect Lender’s Commitment Percentage of each such prepayment (based on such Lender’s Commitment Percentage of the relevant Facilities. (b) Facility). If such notice is given by the a Borrower, the 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 of prepayment may state that such prepayment is conditioned upon the availability of other financing, in which case such notice may be revoked by the applicable Borrower (cby notice to the Agent prior to the specified date of such prepayment) If at if such condition is not satisfied (it being understood that any time revocation by a Borrower of a notice of prepayment shall entitle the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal Lenders to such excess. (d) any amounts as set forth in Section 10.04(b)). Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan Term SOFR Advance shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower 10.04(b). Subject to Section 2.14, each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Advances of the outstanding LoansLenders in accordance with their respective Commitment Percentages.

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided 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) three (3) Business Days prior to any date of prepayment of BSBY LIBO Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY LIBO Rate Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY LIBO Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLoans, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the 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 a LIBO Rate Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentLoan Cap as then in effect, the Borrower Borrowers shall immediately prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless, after the prepayment in full of the Loans, the Total Outstandings exceed the Loan Cap as then in effect. (d) Any prepayment of a BSBY Rate Loan The Borrower shall prepay the Loans and any Alternative Currency Loan shall be accompanied by all accrued interest on Cash Collateralize the amount prepaid, together L/C Obligations with any additional amounts required the proceeds and collections received pursuant to the provisions of Section 2.126.13 hereof. (e) All prepayments The Borrowers shall apply the Net Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing, to the prepayment of the Loans by and, if an Event of Default has occurred and is continuing, apply any remaining Net Proceeds to the Borrower Cash Collateralization of the L/C Obligations. (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) above, first, shall be applied ratably to the outstanding Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, if so that each Lender continues required, shall be used to have a ratable portion (according to its applicable Pro Rata Share) Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the outstanding Loansremaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) The Borrower Borrowers may, upon notice by the Parent Borrower to the Administrative Agent pursuant to delivery of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time time, voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in such shorter period as the case of prepayment of Loans denominated in Special Notice CurrenciesAdministrative Agent shall agree) prior to any date of prepayment of Alternative Currency Term SOFR Loans, and (CB) on the date of prepayment of Base Rate Loans or Daily SOFR Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a minimum principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Parent Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time ; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the Total Revolving Outstandings exceed the Aggregate Revolving Commitmenteffectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Parent Borrower shall immediately prepay an amount equal to if such excess. (d) condition is not satisfied. Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.05. Subject to Section 2.18, each prepayment made pursuant to this clause (a) shall be made ratably among the applicable Lenders in accordance with their respective Applicable Percentages of the applicable Loans. (eb) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans[reserved].

Prepayments. (a1) The Borrower mayObligors may prepay the principal amount of the Term Loan, or any portion thereof, only upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof); provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) least three (3) Business Days prior written notice to Agent (which notice shall be irrevocable and shall state the amount to be prepaid). If Obligors refinance the Term Loan, or any part thereof, with any other entity, Obligors shall pay to Agent a prepayment premium equal to one percent (1%) of the amount prepaid if the prepayment is made less than two years from the Date of Closing. (2) If any prepayment of a LIBOR Rate Loan occurs on a day other than the last day of the Interest Period, Obligors shall pay to Agent, upon request of Agent, such amount or amounts as shall be sufficient (in the reasonable opinion of Agent) to compensate Lenders for any loss, cost, or expense incurred as a result of: (i) any payment on a date other than the last day of the Interest Period; and (ii) any failure by any Obligor to make a prepayment on the date for payment specified in any Obligor's written notice. (3) In the event of any prepayments, the Obligors shall pay all accrued interest on the principal amount being paid to the date of the prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5)and, in the case of prepayments in full, all fees, charges, costs, expenses and other amounts then due hereunder. (4) Any partial 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 BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to against principal payments in the principal repayment installments thereof in direct inverse order of maturity. Subject to Section 2.15, such prepayments maturity and shall be paid to not reduce the Lenders in accordance with their respective Pro Rata Shares in respect monthly payments of each of principal due under the relevant FacilitiesTerm Loan. (b5) If such notice is given by reason of an Event of Default, Agent elects to declare the BorrowerNotes to be immediately due and payable, the Borrower then any prepayment premiums and other amounts which would have been due if a prepayment been made at that time shall make such prepayment and the payment amount specified in such notice shall be become due and payable on in the date specified thereinsame manner as though the Obligors had exercised such right of prepayment. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) three two (32) Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If Once such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments 3.05. Each prepayment of the outstanding Loans by the Borrower pursuant to this Section 2.03 shall be applied so that to the principal installments thereof as directed by the Borrower. Subject to Section 2.12, each Lender continues such prepayment shall be applied to have a ratable portion (according to its applicable Pro Rata Share) the Loans of the outstanding LoansLenders in accordance with their respective Applicable Percentage.

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that 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.m. (A) three (3) U.S. Government Securities Business Days prior to any date of prepayment of BSBY Rate Loans, LIBO RateSOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Loans LIBO RateSOFR Loans, unless a Cash Dominion Event has occurred and is continuing, shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans Loans, unless a Cash Dominion Event has occurred and is continuing, shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Notwithstanding anything to the contrary in the foregoing, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLIBO RateSOFR Loans, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the 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 a LIBO RateSOFR Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make or cause to be made such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentLoan Cap as then in effect, the Borrower Borrowers shall immediately prepay Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) Any prepayment The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties to the extent so required under the provisions of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required Section 6.13 hereof. (e) Prepayments made pursuant to Section 2.12. 2.05(c) and (ed) All prepayments of Loans by the Borrower above, first, shall be applied so that each Lender continues to have a ratable portion (according the Swing Line Loans, second, shall be applied ratably to its applicable Pro Rata Share) the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the outstanding Loansremaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) Optional. The Borrower Company may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)Section 3.06; 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) on the date three (3) Business Days prior to any the date of the prepayment in connection with the prepayment of BSBY Term SOFR Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Committed Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if BSBY Term SOFR Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. . Subject to Section 2.15, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Term Loans or Incremental Term Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of such Term Loans or Incremental Term Loans, as applicable (c) If at including any time payment due on the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentMaturity Date), the Borrower shall immediately prepay an amount equal to such excess. (d) on a pro rata basis. Any prepayment of a BSBY Term SOFR Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.06. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. The Borrower (aon its own behalf or on behalf of the applicable Co-Borrower(s)) The or the applicable Co-Borrower may, upon delivery of a Notice of Loan Prepayment written notice to the Administrative Agent, at any time or from time to time (A) voluntarily prepay 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 (subject to C) voluntarily prepay Term SOFR Rate Loans in whole or in part on the last sentence hereof)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) three two (32) Business Days prior to any date of prepayment of BSBY any Term SOFR Rate Loans, (B) four one (41) Business Days (or five (5), 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 BSBY Term SOFR Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Daily SOFR Rate Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate following the date on which any Incremental Term Facility becomes effective pursuant to the terms of this Agreement, whether the Loans to be prepaid are Delayed Draw Term Loans or Alternative Currency Rate Incremental Term Loans are (or any applicable combination thereof) (and in the absence of any designation in such notice as to be prepaidwhich Facility to prepay, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 amounts shall be applied to Delayed Draw Term Loans). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the principal repayment installments thereof in direct order amount of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective ▇▇▇▇▇▇’s Pro Rata Shares in respect Share of each of the relevant Facilities. (b) such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency 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 2.12. (e) All prepayments of Loans by the Borrower 3.05. Subject to Section 2.15, each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable the Loans of the Lenders in accordance with their respective Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (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) three (3) two Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Term SOFR Loans, and (CB) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of Five Million Dollars ($2,500,000 5,000,000) or a whole multiple of One Million Dollars ($500,000 in excess thereof; (iii1,000,000) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower 3.05. Subject to Section 2.14, each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Loans of the outstanding LoansLenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided 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) three (3) Business Days prior to any date of prepayment of BSBY LIBOR Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; Loans and (ii) any such prepayment of BSBY LIBOR Rate Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) thereof and any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any such 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid and, if BSBY LIBOR Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Committed Loans. Each 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). If such notice is given, the Borrowers 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 Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.18, each such prepayment shall be applied to the principal repayment installments thereof in direct order Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowergiven, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Committed Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to (i) such excess, to the extent Committed Loans are being prepaid, or (ii) the Minimum Collateral Amount with respect to such excess, to the extent L/C Obligations are being Cash Collateralized; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this clause (c) unless after the prepayment in full of the Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excessCommitments then in effect. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Loans any Borrowing, in whole or in part part, without premium or penalty penalty, by giving irrevocable written notice (subject to the last sentence hereof); provided that (ior telephonic notice promptly confirmed in writing) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (A) not less than three (3) Business Days prior to any date of prepayment of BSBY Rate Loanssuch prepayment, (Bii) four (4) Business Days (or five (5), in the case of any prepayment of Loans denominated in Special Notice Currencies) any Base Rate Borrowing, not less than one Business Day prior to any 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 BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if BSBY Rate Loans each Borrowing or Alternative Currency Rate Term Loans are portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Lender's Pro Rata Shares in respect Share of each of the relevant Facilities. (b) any such prepayment. If such notice is given by the Borrowergiven, the 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 2.12(d); 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 2.18. 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 2.3 ----------- or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a ----------- Borrowing shall be applied ratably to the Loans comprising such Borrowing. (cb) If at any time the Total Revolving Outstandings exceed Credit Exposure of all Lenders exceeds the Aggregate aggregate principal amount of the Revolving CommitmentCredit Commitments at such time, the Borrower shall immediately prepay repay Swingline Loans and Revolving Loans in an amount equal to such excess. (d) Any , together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.18. Each ------------ prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower Borrowing shall be applied so that each Lender continues ratably first to have a ratable portion (according the Swingline Loans to its applicable Pro Rata Share) of the outstanding Loansfull extent thereof, then to the Revolving Base Rate Loans to the full extent thereof, and finally to Revolving Eurodollar Loans to the full extent thereof.

Prepayments. (a) The Each Borrower may, upon delivery of a Notice of Loan Prepayment written notice from the Company to the Administrative Applicable Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part part, without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Applicable Agent not later than 11:00 a.m. a.m., Specified Time, (A) three in the case of prepayments under the Term Facility, four Business Days prior to any date of prepayment, (3B) in the case of prepayments under the Singapore Revolving Subfacility, four Business Days prior to any date of prepayment or (C) in the case of prepayments under the Primary Revolving Subfacility, (1) (x) four Business Days prior to any date of prepayment of BSBY Eurocurrency Rate Loans, Loans made to a Foreign Borrower and (By) four (4) three Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, Eurocurrency Rate Loans made to a Domestic Borrower and (C2) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 Eurocurrency Borrowing Minimum or a whole multiple of the Dollar Equivalent of $500,000 Eurocurrency Borrowing Multiple 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and shall contain the Type(s) of Loans selections by the Company required to be prepaid andmade pursuant to subsection (e) below. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’s Share of such prepayment. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the BorrowerCompany, 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, however, in the case of any such notice given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.06(b), such notice of prepayment may, prior to the date of prepayment set forth therein, be revoked by the Company if such notice of termination is revoked in accordance with Section 2.06(b). (b) Each Domestic Borrower may, upon written notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part, without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the applicable Domestic Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ci) If the Administrative Agent notifies the Company that the Total Primary Revolving Outstandings (determined disregarding any portion of the L/C Obligations that shall have been Cash Collateralized in accordance with this Agreement) at any time the Total Revolving Outstandings exceed the Aggregate Primary Revolving CommitmentCommitments in effect at such time, then (A) if any Loans under the Primary Revolving Subfacility are outstanding at such time, the Borrower applicable Primary Revolving Borrowers shall immediately prepay such Loans (1) if the Total Primary Revolving Outstandings (as so determined) exceed 105% of the Aggregate Primary Revolving Commitments, within two Business Days of the receipt by the Company of such notice, (2) if any such Loans are Base Rate Loans, within two Business Days of the receipt by the Company of such notice and (3) otherwise, on the last day of an Interest Period of any Committed Primary Revolving Loans, the amount of such prepayment to equal the lesser of (x) the amount necessary to eliminate such excess and (y) the aggregate principal amount of such Loans outstanding (or, in the case of any prepayment under clause (2) or (3) above, the aggregate principal amount of the Base Rate Loans or the Committed Primary Revolving Loans referred to in such clause), and (B) if no Loans under the Primary Revolving Subfacility are outstanding at such time, the applicable Primary Revolving Borrowers shall, within two Business Days of the receipt by the Company of such notice, Cash Collateralize their respective L/C Obligations in an aggregate amount sufficient to eliminate such excess. (ii) If the Singapore Administrative Agent notifies the Company that the Total Singapore Revolving Outstandings at any time exceed the Aggregate Singapore Revolving Commitments in effect at such time, then the applicable Singapore Revolving Borrowers shall prepay Committed Singapore Revolving Loans (A) if the Total Singapore Revolving Outstandings exceed 105% of the Aggregate Singapore Revolving Commitments, within two Business Days of the receipt by the Company of such notice, and (B) otherwise, on the last day of an Interest Period of any Committed Singapore Revolving Loans, the amount of such prepayment to equal the lesser of (1) the amount necessary to eliminate such excess and (2) in the case of any prepayment under clause (B) above, the aggregate principal amount of such Committed Singapore Revolving Loans. (d) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company or any Subsidiary in respect to any Prepayment Event, the Term Borrower shall (and the Company shall cause the Term Borrower to), on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within three Business Days thereafter), prepay the Term Loans in an aggregate amount equal to 100% of such Net Proceeds (50% of such Net Proceeds in the case of any Prepayment Event described in clause (c) of the definition of the term “Prepayment Event” if the Consolidated Leverage Ratio, determined as of the end of the fiscal quarter of the Company most recently ended on or prior to the date of such Prepayment Event and with respect to which the Administrative Agent shall have received financial statements delivered pursuant to Section 6.01(a) or 6.01(b) is less than 2.50 to 1.00); provided, however, that (i) if the aggregate amount of any such prepayment of the Term Loans exceeds at any time the aggregate principal amount of the Term Loans outstanding at such time, then the Borrowers shall (and the Company shall cause the Borrowers to) prepay, on the required date of such prepayment, the Committed Primary Revolving Loans or the Committed Singapore Revolving Loans in an aggregate amount equal to the lesser of the amount of such excess and the aggregate principal amount of the Committed Primary Revolving Loans and the Committed Singapore Revolving Loans outstanding at such time, (ii) if the Company shall, prior to the date of any such prepayment of the Term Loans, deliver to the Administrative Agent a certificate of a Responsible Officer of the Company to the effect that such prepayment cannot be accomplished by the Term Borrower without materially adverse tax consequences to the Company and its Subsidiaries and that, in place of all or any portion of such prepayment, the Borrowers will make a prepayment of the Committed Primary Revolving Loans or the Committed Singapore Revolving Loans (specifying the amount thereof to be prepaid), then the Term Borrower shall not be required to make any such prepayment if and to the extent that the Borrowers shall have prepaid, on the required date of such prepayment, the aggregate principal amount of the Committed Primary Revolving Loans or the Committed Singapore Revolving Loans and (iii) in the case of any such prepayment required to be made on account of Net Proceeds received by a Foreign Subsidiary, if at the time of such prepayment no Loans are outstanding other than Loans made to one or more Domestic Borrowers and the Company shall have delivered, prior to the date of such prepayment, to the Administrative Agent a certificate of a Responsible Officer of the Company to the effect that the prepayment of such Loans cannot be accomplished without materially adverse tax consequences to the Company and its Subsidiaries, then no such prepayment shall be required; provided further, however, that, in the case of any event described in clause (b) of the definition of the term “Prepayment Event”, if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that the Company intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 180 days after receipt of such Net Proceeds to restore or replace the assets subject to such event, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable), in each case to the extent such Net Proceeds or such portion thereof do not exceed $10,000,000, except to the extent of any such Net Proceeds that have not been so applied by the end of such 180 day period, at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. The Company shall, to the extent practicable, notify the Administrative Agent by telephone (confirmed by hand deliver or facsimile) of any prepayment required pursuant to this paragraph no later than 11:00 a.m., Specified Time, four Business Days prior to the date of prepayment. Each such notice shall specify the date and amount of such prepayment and shall contain the selections by the Company required to be made pursuant to subsection (e) below. The Administrative Agent will promptly notify each Lender of the applicable Class of its receipt of such notice, and of the amount of such Lender’s Share of such prepayment. (e) Prior to any prepayment of any Loans under this Section, the Company shall (i) in the case of any prepayment pursuant to subsection (a) above, select the Class of Loans to be prepaid and (ii) in the case of any prepayment other than pursuant to subsection (b) above, select the Committed Borrowing or Committed Borrowings of the applicable Class to be prepaid. Any prepayment of a BSBY Eurocurrency Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.05. Each such prepayment of Loans of any Class shall be applied to the Loans of such Class held by Lenders of such Class in accordance with such Lenders’ respective Shares. (ef) All prepayments In the case of Loans any mandatory prepayment of any Eurocurrency Rate Loan pursuant to subsection (c) above, each Borrower may, at its option, instead of making such mandatory prepayment by the time otherwise due hereunder, deposit on or prior to such time into the Prepayment Escrow Account (as defined below) an amount in cash equal to (and in the currency of) the amount of such mandatory prepayment. The Applicable Agent shall apply any funds on deposit in the Prepayment Escrow Account solely to prepay the Eurocurrency Rate Loan with respect to which such deposit was made on the last day of such Interest Period or, at the discretion of the Applicable Agent, on an earlier date if a Default shall have occurred and is continuing. For purposes of this paragraph, “Prepayment Escrow Account” means an account established by the applicable Borrower with the Applicable Agent and over which the Applicable Agent shall have sole and exclusive dominion and control, including the right of withdrawal of funds for application in accordance with this paragraph. Other than any interest earned on the investment of the funds on deposit in the Prepayment Escrow account, which investment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) made at the option and sole discretion of the outstanding LoansApplicable Agent and at the applicable Borrower’s risk and expense (and shall not relieve the applicable Borrower of the obligation to make any such prepayment in full), such funds shall not bear interest. Any funds remaining in the Prepayment Escrow Account upon the application of funds on deposit therein in accordance with the foregoing provisions of this paragraph shall be distributed by the Applicable Agent to the applicable Borrower.

Prepayments. (a) The Each Borrower may, upon delivery of a Notice of Loan Prepayment notice from such Borrower or the Parent to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (iA) 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. the Applicable Time (A1) three (3) Business Days prior to any date of prepayment of BSBY Eurodollar Rate Loans, (B) four (4) Business Days (or five (5), 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 Base Rate Loans, U.S. Base Rate Loans or Canadian Prime Rate Loans; (iiB) any prepayment of BSBY Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (ivC) any prepayment of Base Rate Loans, U.S. Base Rate Loans or Canadian Prime Rate Loans shall be in a principal amount of $500,000 or C$500,000, as applicable, or a whole multiple of $100,000 or C$100,000, as applicable, in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstandingoutstanding and (D) Bankers’ Acceptances may not be prepaid prior to their respective BA Maturity Dates but may be Cash Collateralized prior to their respective BA Maturity Dates. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Eurodollar Rate Loans or Alternative Currency Rate Term 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, 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, in connection with a prepayment of the Facilities in whole, such notice may state that such prepayment may be conditioned upon the occurrence or non-occurrence of any event specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 2.06(a) shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, and each such prepayments prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares Applicable Percentages in respect of each of the relevant Facilities. (b) Each Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 2:00 p.m. (New York time) on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or C$100,000, as applicable. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at the Administrative Agent notifies the Borrowers on any time Revaluation Date that the Total Revolving Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans (other than Bankers’ Acceptances) and/or Cash Collateralize the L/C Obligations and Bankers’ Acceptances in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.03(f)(ii), the Borrowers shall not be required to Cash Collateralize the L/C Obligations and Bankers’ Acceptances pursuant to this Section 2.06(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Revolving CommitmentCommitments then in effect. The Administrative Agent may, upon any Revaluation Date after the initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to protect against the results of exchange rate fluctuations up to the amount by which the then Outstanding Amount of all L/C Obligations and Bankers’ Acceptances exceeds such Cash Collateral; provided that, to the extent that, on any Revaluation Date, Cash Collateral provided pursuant to this Section 2.06(c) exceeds 105% of the then Outstanding Amount of all L/C Obligations, then such excess shall be returned (together with any earnings thereon) to the applicable Borrower shall immediately prepay an amount equal to such excesswithin three Business Days. (d) Any prepayment If the Administrative Agent notifies the Parent on any Revaluation Date that the Outstanding Amount of a BSBY Rate Loan and any Alternative Currency Loan all Loans in respect of Canadian Borrowers at such time exceeds an amount equal to 105% of the Canadian Revolving Credit Facility then in effect, then, within two Business Days after receipt of such notice, the Canadian Borrowers shall be accompanied by all accrued interest on prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the amount prepaid, together with any additional amounts required pursuant to Section 2.12Canadian Revolving Credit Facility then in effect. (e) All prepayments Each Canadian Borrower may prepay the amount of Loans any Drawing under the Revolving Credit Facility by Cash Collateralizing the Face Amount of such Drawing to be held by the Administrative Agent in an interest bearing account on behalf of the applicable Lenders and irrevocably authorizing and directing the Administrative Agent to apply such amount on the applicable BA Maturity Date for such Drawing to the repayment of the applicable BA Loan, after which such Canadian Borrower shall be applied so that each Lender continues have no further obligation in respect of such Drawing. Title to have a ratable portion the funds held in such account shall pass to the Administrative Agent (according to its applicable Pro Rata Share) for and on behalf of the outstanding Loansapplicable Lenders) on the date of deposit of such funds with the Administrative Agent and each Borrower hereby acknowledges and agrees that it shall have no legal or beneficial interest in such funds after the date of deposit of such funds in such account. Interest on amounts held on deposit by the Administrative Agent (at such rate as determined by the Administrative Agent, acting reasonably) shall be paid to the applicable Borrower on the BA Maturity Date for the applicable Drawing.

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or Term Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, LIBOR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency LIBOR Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 5,000,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans or Term Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding amount of such Lender’s Applicable Revolving Percentage or Applicable Term Loans pursuant to this Section 2.4 shall be applied to Percentage, as the principal repayment installments thereof in direct order case may be, of maturitysuch prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency LIBOR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower 3.05. Subject to Section 2.18, each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Revolving Loans or the Term Loans, as applicable, of the outstanding LoansLenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment at least one (1) Business Day's prior notice to the Administrative AgentAgent in the case of ABR Loans and at least three (3) Business Days' prior notice to the Agent in the case of LIBOR Loans, at any time or from time prepay (including, without limitation, all amounts payable pursuant to time voluntarily prepay Loans the terms of Section 2.17 hereof) the Notes in whole or in part without premium or penalty (subject with accrued interest to the last sentence hereof); provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of such prepayment of Base Rate Loans; on the amount prepaid, PROVIDED that (ii1) any prepayment of BSBY Rate Loans each partial payment shall be in a principal amount of not less than One Million Dollars ($2,500,000 or 1,000,000) in the case of a whole multiple LIBOR Loan and Two Hundred Fifty Thousand Dollars ($250,000) in the case of $500,000 in excess thereofan ABR Loan; and (iii2) any LIBOR Loans may be prepaid only on the last day of the Interest Period for such Loans; PROVIDED, HOWEVER, that such prepayment of Alternative Currency LIBOR Loans may be made on any other Business Day if the Borrower pays at the time of such prepayment all amounts due pursuant to Section 2.17 hereof. Upon receipt of any such prepayments, the Agent will promptly thereafter cause to be distributed such prepayment to each Bank for the account of its applicable Lending Office pro rata to each Bank in the proportion that its Commitment bears to the Aggregate Commitments, except that prepayments of Swing Line Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied made solely to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesSwing Line Bank. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the The Borrower shall immediately upon a Change in Control prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan the Notes in full and any Alternative Currency Loan shall be accompanied by all accrued interest on to the amount prepaiddate of such prepayment, together with any additional and in the case of LIBOR Loans all amounts required due pursuant to Section 2.122.17 hereof. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Any Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that 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) three (3) U.S. Government Securities Business Days prior to any date of prepayment of BSBY Rate Loans, SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate SOFR Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the a Borrower, the 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 such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by such Borrower (cby notice to the Administrative Agent on or prior to the specified effective date) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to if such excess. (d) condition is not satisfied. Any prepayment of a BSBY Rate Loan and any Alternative Currency SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (eb) All prepayments of If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans by the Borrower shall be applied so that each Lender continues in an aggregate amount equal to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loanssuch excess.

Prepayments. (a) The Borrower Borrowers may, upon delivery irrevocable (except in connection with a termination of a Notice of Loan Prepayment Commitments as set forth in Section 2.06 below or as otherwise provided below) notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay ABL Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that 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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, LIBO RateSOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate LIBO RateSOFR Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in unless a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; Cash Dominion Event has occurred and (iv) is continuing, 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding, and (iv) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the consummation of another transaction, in which case such notice may be revoked by the Lead Borrower (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLIBO RateSOFR Loans, the Interest Period(s) of such Loans. Each prepayment The Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Lead Borrower, the 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 a LIBO (b) The Borrowers may, upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below) notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ci) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay ABL Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the ABL Loans the Total ABL Outstandings exceed the ABL Loan Cap as then in effect. If after giving effect to the payments required in this Section 2.05(c) an excess remains, the Borrowers shall prepay the FILO Loans in the amount of such excess. (ii) If for any reason the Total ABL Outstandings at any time exceed the ABL Loan Cap as then in effect, the Borrowers shall immediately prepay ABL Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the ABL Loans the Total ABL Outstandings exceed the ABL Loan Cap as then in effect. (d) If a Cash Dominion Event has occurred and is continuing, all proceeds of Collateral of the Loan Parties will be applied to prepay the Obligations and/or Cash Collateralize the L/C Obligations, provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless an Event of Default exists and is continuing. (e) If at any time the Total Revolving Outstandings exceed aggregate outstanding principal amount of the Aggregate Revolving CommitmentLoans is at least $150,000,000 and the unrestricted cash and Cash Equivalents of the Loan Parties exceeds $75,000,000 (or if Excess Availability is greater than twenty-five percent (25%) of the Loan Cap, if the Borrower unrestricted cash and Cash Equivalents of Loans Parties exceeds $100,000,000), then the Borrowers shall immediately prepay an the principal amount of the Loans in the amount equal to such excessexcess (up to the amount of such outstanding Loans)[Reserved]. (df) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required Prepayments made pursuant to Section 2.122.05(c), and (d) and (e) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding ABL Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, fourth, shall be applied ratably to the Outstanding Amount of the FILO Loans, and fifth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and ABL Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the ABL Lenders, as applicable. (eg) All prepayments of Loans by Prepayments made pursuant to this Section 2.05 shall not reduce the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding LoansAggregate Commitments hereunder.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative AgentAgent not later than 11:00 A.M. (Chicago time) on the date of prepayment in the case of ABR Loans and at least three (3) Business Days’ prior notice to the Agent in the case of Eurodollar Loans, at any time or from time prepay (including, without limitation, all amounts payable pursuant to time voluntarily prepay the terms of Section 2.17) the Loans in whole or in part without premium or penalty (subject with accrued interest to the last sentence hereof); date of such prepayment on the amount prepaid, provided that (i1) 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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Loans each partial payment shall be in a principal amount of not less than One Million Dollars ($2,500,000 or 1,000,000) in the case of a whole multiple Eurodollar Loan and Two Hundred Fifty Thousand Dollars ($250,000) in the case of $500,000 in excess thereofan ABR Loan; and (iii2) any Eurodollar Loans may be prepaid only on the last day of the Interest Period for such Loans; provided, however, that such prepayment of Alternative Currency Eurodollar Loans may be made on any other Business Day if the Borrower pays at the time of such prepayment all amounts due pursuant to Section 2.17. Upon receipt of any such prepayments, the Agent will promptly thereafter cause to be distributed the Pro Rata Share of such prepayment to each Lender for the account of its applicable Lending Office, except that prepayments of Swing Line Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied made solely to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesSwing Line Lender. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the The Borrower shall immediately upon a Change in Control prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan the Notes in full and any Alternative Currency Loan shall be accompanied by all accrued interest on to the amount prepaiddate of such prepayment, together with any additional and in the case of Eurodollar Loans all amounts required due pursuant to Section 2.122.17. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Each Borrower may, upon delivery of a Notice of Loan Prepayment notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) 4:00 p.m. three (3) Business Days prior to any date of prepayment of BSBY Term Benchmark Rate LoansLoans denominated in Dollars, (B) 4:00 p.m. four (4) Business Days (or five (5)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 BSBY Term Benchmark Rate Loans or Daily Benchmark Rate Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Term Benchmark Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by such Borrower, such Borrower shall make such prepayment 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 a Term Benchmark Rate Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.19(a), each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (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 such prepayment shall be in a minimum principal amount of $100,000. If such notice is given by the BorrowerCompany, the Borrower 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 Borrowers at any time that the Total Revolving Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that no Borrower shall be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless, after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excessCommitments then in effect. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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. (Eastern time) (A) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of BSBY Rate SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a SOFR Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.16, each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrower shall prepay any Unreimbursed Amount relating to any Liquidity Drawing under a Bond Letter of Credit (and any L/C Borrowings and, if an Event of Default shall have occurred and be continuing, Committed Loans the proceeds of which were applied to the refinancing of such Unreimbursed Amount) on the earlier of (i) the date of the remarketing to investors of the Bonds purchased with the proceeds of such Liquidity Drawing, the amount of such prepayment to be equal to the principal amount of the Bonds so remarketed, and (ii) the date on which such Bond Letter of Credit is replaced with another liquidity or credit facility pursuant to the applicable Issuer Documents, the amount of such prepayment to be equal to the full amount of such Unreimbursed Amount, L/C Borrowings or Committed Loans, as the case may be. (c) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon (Eastern time) on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCommitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by ; provided that the Borrower shall not be applied so that each Lender continues required to have a ratable portion (according Cash Collateralize the L/C Obligations pursuant to its applicable Pro Rata Sharethis Section 2.05(d) unless after the prepayment in full of the outstanding LoansLoans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to penalty; provided, that, unless otherwise agreed by the last sentence hereof); provided that Administrative Agent, (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) three (3) two Business Days prior to any date of prepayment of BSBY Rate Term SOFR Loans, (B) four (4) Business Days (or five (5), 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 BSBY Rate Term SOFR Loans or Adjusted Daily SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time ; provided, that, such notice may specify that such prepayment is conditioned upon the Total Revolving Outstandings exceed consummation of a particular transaction or refinancing of the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Indebtedness hereunder. Any prepayment of a BSBY Rate Loan and any Alternative Currency 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 2.12. (e) All prepayments of Loans by the Borrower 3.05. Each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Loans of the outstanding LoansLenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay at the Borrower’s option either Tranche A-1 Loans or Tranche A-2 Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Eurodollar Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Eurodollar Rate Loans shall will be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall will specify the date and amount of such prepayment prepayment, whether the Loans to be prepaid are Tranche A-1 Loans or Tranche A-2 Loans and the Type(s) of Loans to be prepaid and, if BSBY Eurodollar Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein. ; provided that, subject to Section 3.05, such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (cby notice to the Administrative Agent on or prior to the specified date of prepayment) If at any time if such condition is not satisfied and, in the Total Revolving Outstandings exceed the Aggregate Revolving Commitmentcase of such revocation, the Borrower shall immediately prepay an not be required to make such prepayment and such prepayment amount equal shall cease to such excess. (d) be due and payable. Any prepayment of a BSBY Eurodollar Rate Loan and any Alternative Currency Loan shall will be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments 3.05. Each such prepayment will be applied to the applicable Loans of Loans the applicable Lenders in accordance with their respective Applicable Percentages and to the installments thereof as directed by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) Borrower, or, in the absence of the outstanding Loanssuch direction, in direct order of maturity.

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) U.S. Government Securities Business Days prior to any date of prepayment of BSBY Rate Loans, SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate SOFR Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iviii) unless a Cash Dominion Event has occurred and is continuing, 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaidSOFR Loans, the Interest Period(s) of such Loans. Each prepayment The Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrowers 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 in connection with a termination of Aggregate Commitments under Section 2.06 and such prepayment is anticipated to be made with the proceeds received by the Borrowers from the closing of another transaction, then the Borrowers may make such prepayment contingent on the closing of such other transaction. Any prepayment of 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 shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentLoan Cap as then in effect, the Borrower Borrowers shall immediately prepay Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) Any prepayment The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties to the extent so required under the provisions of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.126.13 hereof. (e) All prepayments of Loans by the Borrower [RESERVED]. (f) Prepayments made pursuant to Section 2.05(c), (d) and (e) above, first, shall be applied so that each Lender continues to have a ratable portion (according the Swing Line Loans, second, shall be applied ratably to its applicable Pro Rata Share) the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the outstanding Loansremaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Term SOFR Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of BSBY Term SOFR Rate Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid; provided that, if BSBY Rate Loans a notice of prepayment of all or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment any part of the outstanding Committed 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such L▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Term SOFR Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to this Section 2.4 3.05. Each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesShares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCommitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid; provided, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by however, that the Borrower shall not be applied so that each Lender continues required to have a ratable portion (according Cash Collateralize the L/C Obligations pursuant to its applicable Pro Rata Sharethis Section 2.05(c) unless after the prepayment in full of the outstanding Loans, the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that 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) three (3) U.S. Government Securities Business Days prior to any date of prepayment of BSBY Rate Loans, SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Loans SOFR Loans, unless a Cash Dominion Event has occurred and is continuing, shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans Loans, unless a Cash Dominion Event has occurred and is continuing, shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Notwithstanding anything to the contrary in the foregoing, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaidSOFR Loans, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the 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 a SOFR Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make or cause to be made such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentLoan Cap as then in effect, the Borrower Borrowers shall immediately prepay Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) Any prepayment The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties to the extent so required under the provisions of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.126.13 hereof. (e) All prepayments of Loans by the Borrower Prepayments made pursuant to Section 2.05(c) and (d) above, first, shall be applied so that each Lender continues to have a ratable portion (according the Swing Line Loans, second, shall be applied ratably to its applicable Pro Rata Share) the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the outstanding Loansremaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) three (3) two Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Term SOFR Loans, and (CB) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Revolving Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked in accordance with Section 2.06. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make (unless any applicable condition is not satisfied and the notice is revoked) such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.16, each such prepayment shall be applied to the principal repayment installments thereof in direct order Revolving Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (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 in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCommitments then in effect, then, the Borrower shall immediately prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid; provided, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by however, that the Borrower shall not be applied so that each Lender continues required to have a ratable portion (according Cash Collateralize the L/C Obligations pursuant to its applicable Pro Rata Sharethis Section 2.05(c) unless after the prepayment in full of the outstanding LoansLoans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof); provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. A.M. (A) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (CChicago time) on the date of prepayment in the case of Base Rate ABR Loans and at least three (3) Business Days' prior notice to the Agent in the case of LIBOR Loans; , prepay (iiincluding, without limitation, all amounts payable pursuant to the terms of Section 2.17 hereof) any the Notes in whole or in part with accrued interest to the date of such prepayment of BSBY Rate Loans on the amount prepaid, provided that (1) each partial payment shall be in a principal amount of not less than One Million Dollars ($2,500,000 or 1,000,000) in the case of a whole multiple LIBOR Loan and Two Hundred Fifty Thousand Dollars ($250,000) in the case 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereofan ABR Loan; and (iv2) any LIBOR Loans may be prepaid only on the last day of the Interest Period for such Loans; PROVIDED, HOWEVER, that such prepayment of Base Rate LIBOR Loans shall may be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), made on any other Business Day if less, the entire principal amount thereof then outstanding. Each such notice shall specify Borrower pays at the date and amount time of such prepayment and all amounts due pursuant to Section 2.17 hereof. Upon receipt of any such prepayments, the Type(s) of Loans Agent will promptly thereafter cause to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, distributed the Interest Period(s) applicable Ratable Share of such Loans. Each prepayment to each Bank for the account of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilitiesits applicable Lending Office. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment immediately upon a Change in Control prepay the Notes in full and the payment amount specified in such notice shall be due and payable on all accrued interest to the date specified thereinof such prepayment, and in the case of LIBOR Loans all amounts due pursuant to Section 2.17 hereof. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount that is prepaid, together with any additional amounts required pursuant to Section 2.12in whole or in part, may not be reborrowed. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Each Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Eurocurrency Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (CB) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of BSBY Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 10,000,000 or a whole multiple of $500,000 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 $2,500,000 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 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Eurocurrency Rate Loans or Alternative Currency Rate Term 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. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the BorrowerCompany, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Eurocurrency Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower 3.05. Subject to Section 2.14, each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Committed Loans of the outstanding LoansLenders in accordance with their respective Applicable Percentages. Amounts prepaid pursuant to this Section 2.03 may not be reborrowed.

Prepayments. (a) The Borrower (on its own behalf or on behalf of the applicable Co-Borrower(s)) or the applicable Co-Borrower may, upon delivery of a Notice of Loan Prepayment written notice to the Administrative Agent, at any time or from time to time (A) voluntarily prepay 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 (subject to C) voluntarily prepay Term SOFR Rate Loans in whole or in part on the last sentence hereof)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) three two (32) Business Days prior to any date of prepayment of BSBY any Term SOFR Rate Loans, (B) four one (41) Business Days (or five (5), 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 BSBY Term SOFR Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Daily SOFR Rate Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 1,000,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate following the date on which any Incremental Term Facility becomes effective pursuant to the terms of this Agreement, whether the Loans to be prepaid are Term Loans or Alternative Currency Rate Term Revolving Credit Loans are (or any applicable combination thereof) (and in the absence of any designation in such notice as to be prepaidwhich Facility to prepay, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 amounts shall be applied to Revolving Credit Loans). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the principal repayment installments thereof in direct order amount of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective ▇▇▇▇▇▇’s Pro Rata Shares in respect Share of each of the relevant Facilities. (b) such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency 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 2.123.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Share. (eb) All prepayments If for any reason the Total Revolving Credit Outstandings at any time exceed the Revolving Credit Commitments then in effect or the aggregate Unsecured Debt of the Borrower 4887-6582-6072 v.11 (a) hereof, the Borrower or the applicable Co-Borrower shall (on its own behalf or on behalf of the applicable Co-Borrower(s)) immediately prepay Revolving Credit Loans by and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess, as applicable; provided, however, that the Borrower shall not be applied so that each Lender continues required to have a ratable portion (according Cash Collateralize the L/C Obligations pursuant to its applicable Pro Rata Sharethis Section 2.04(b) unless after the prepayment in full of the outstanding Revolving Credit Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay any Loans in whole or in part without premium or penalty except as otherwise provided in subsection (subject to the last sentence hereof)b) below and Section 3.05; 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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in such shorter period as the case of prepayment of Loans denominated in Special Notice CurrenciesAdministrative Agent shall agree) prior to any date of prepayment of Alternative Currency Loans, Loans that are LIBOR Loans and (CB) on the date of prepayment of Loans that are Base Rate Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency that are LIBOR Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof1,000,000; and (iviii) any prepayment of Loans that are 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term LIBOR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time ; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the Total Revolving Outstandings exceed the Aggregate Revolving Commitmenteffectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower shall immediately prepay an amount equal to if such excess. (d) condition is not satisfied. Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan Loans shall be accompanied by all accrued interest on the amount prepaid, together with any all additional amounts required pursuant to subsection (b) below and Section 2.123.05. Subject to Section 2.18, each prepayment made pursuant to this Section 2.06 shall be made ratably among the Lenders in accordance with their respective Applicable Percentages of the Loans. (eb) All prepayments In connection with any voluntary prepayment of Loans by made pursuant to Section 2.06(a) on or prior to the second anniversary of the Closing Date, the Borrower shall be applied so that each Lender continues pay to have a the Administrative Agent, for the ratable portion (according to its applicable Pro Rata Share) benefit of the outstanding LoansLenders, an amount equal to the Prepayment Fee on the amount being prepaid.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that 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) three (3) Business Days prior to any date of prepayment of BSBY Eurodollar Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of LIBOR Daily Rate Loans or Base Rate Loans; (ii) any prepayment of BSBY Eurodollar Rate Loans or LIBOR Daily Rate Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Eurodollar Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. ; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned on the occurrence of a refinancing of all or any portion of the Loans or the occurrence of any other event which would have provided the cash proceeds for such prepayment, in which case such notice may be revoked (csubject to payment of any amounts, if any, required pursuant to Section 3.05) If at any time by Borrower (by notice to Administrative Agent on or prior to the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to specified closing date of such excess. (drefinancing or other such event) if such condition is not satisfied. Any prepayment of a BSBY Eurodollar Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (eb) All If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (c) Within the parameters of the applications set forth above, prepayments of Loans by the Borrower shall be applied (i) as directed by Borrower, or if not so that each Lender continues directed, (ii) first to have a ratable portion (according Base Rate Loans, second to its applicable Pro Rata Share) LIBOR Daily Floating Rate Loans and then to Eurodollar Rate Loans in direct order of the outstanding LoansInterest Period maturities.

Prepayments. (a) The Each Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) two Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Term SOFR Loans, and (CB) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 2,000,000 or a whole multiple of $500,000 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 $2,500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the The payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower 3.05. Subject to Section 2.18, each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Committed Loans of the outstanding LoansLenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three two (32) Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 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 $2,500,000 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 $100,000 500,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the outstanding amount prepaid, together with, in the case of any Term Loans SOFR Loan, any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.18, each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrower may, upon delivery to the Swing Line Lender of a Notice of Loan Repayment (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 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCommitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid; provided, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by however, that the Borrower shall not be applied so that each Lender continues required to have a ratable portion (according Cash Collateralize the L/C Obligations pursuant to its applicable Pro Rata Sharethis Section 2.06(c) unless after the prepayment in full of the outstanding LoansCommitted Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Committed Loans and the Term Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided provided, that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of BSBY LIBOR Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; Loans and (ii) any such prepayment of BSBY LIBOR Rate Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) thereof and any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any such 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid and, if BSBY LIBOR Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Committed Loans. Each 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). If such notice is given, the Borrowers 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 Borrowers (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of 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. Subject to Section 2.18, each such prepayment of the outstanding Term Loans pursuant to this Section 2.4 Loan shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments Term Loan and shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each Applicable Percentages of the relevant FacilitiesTerm Loan. Subject to Section 2.18, each such prepayment of the Committed Loan shall be applied to the Committed Loans of the Lenders in accordance with their Applicable Percentages of the Committed Loans. (b) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowergiven, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Committed Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to (i) such excess, to the extent Committed Loans are being prepaid, or (ii) the Minimum Collateral Amount with respect to such excess, to the extent L/C Obligations are being Cash Collateralized; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this clause (c) unless after the prepayment in full of the Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excessCommitments then in effect. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that that: (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of BSBY Eurodollar Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Eurodollar Rate Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Eurodollar Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Lender’s Pro Rata Shares in respect Share of each of the relevant Facilities. (b) such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Eurodollar Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (eb) All prepayments of Loans by the Borrower shall be applied so that each Lender continues immediately prepay Loans and/or other Borrowing Base Debt as necessary to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loansmaintain compliance with Section 7.13.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment Company and/or Hasbro SA shall repay Base Rate Loans or Eurocurrency Rate Loans made to the Administrative AgentCompany and/or Hasbro SA hereunder on the last day of the Interest Period relating thereto. As provided in 2.5.2, the Company shall repay Competitive Bid Loans made to the Company hereunder on the last day of the Interest Period relating thereto. The Company and/or Hasbro SA shall also have the right at any time or from time to time voluntarily prepay Syndicated Loans in consisting of Base Rate Loans, as a whole or in part part, without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such the Company and/or Hasbro SA shall provide written, telegraphic or telephonic 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. (ABoston time) on the proposed date of prepayment stating the aggregate principal amount of such prepayment. Each partial prepayment of any Syndicated Loan pursuant to this 2.8 shall be in a minimum aggregate principal amount of $5,000,000 or some greater integral multiple of $1,000,000, or, if less, the aggregate outstanding principal amount of the Syndicated Loans. Subject to the conditions of 2.1 hereof, amounts so prepaid may be reborrowed. In addition, the Company and/or Hasbro SA may, upon three (3) Business Days prior Days' written, telegraphic or telephonic notice to the Agent stating the proposed date and the aggregate principal amount of such prepayments, prepay all, but not less than all, of the Syndicated Loans constituting Eurocurrency Rate Loans subject to a particular Interest Period on a date other than the last day Page 43 of the Interest Period relating thereto; provided, that upon any date such prepayment, and except as set forth in 4.1(f) hereof, the Company and/or Hasbro SA shall pay to the Agent, for the respective accounts of prepayment the Banks on a pro rata basis, a sum which shall be determined by the Agent (to the extent that the Agent is able to make such determination), which determination shall be conclusive in the absence of BSBY Rate Loans, (B) four (4) Business Days (or five (5)manifest error, in the case following manner after each such payment: (a) First, the Agent shall determine the amount (if any) (the "Installment Amount") by which (i) the total amount of prepayment interest which would have otherwise accrued hereunder on each installment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) principal so prepaid during the period beginning on the date of prepayment such payment and ending on the last day of Base Rate Loans; the Interest Period relating thereto (the "Reemployment Period") exceeds (ii) any prepayment the total amount of BSBY interest which would accrue, during the Reemployment Period, at the annual rate of interest determined by the Agent (the "Reemployment Rate") as being the prevailing rate per annum bid at or about the time of such payment for the purchase of deposits of Dollars from prime banks in the Eurocurrency Interbank Market selected by the Agent in its sole discretion (such Reemployment Rate to be the rate payable on an amount equal (as nearly as may be) to the Eurocurrency Rate Loans shall be in so prepaid and to have a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; maturity (iiias nearly as may be) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied equal to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities.Reemployment Period); (b) If such notice is given by the BorrowerSecond, the Borrower shall make such prepayment and the payment amount specified in such notice each Installment Amount shall be due and treated as payable on the date specified therein.last day of the Interest Period relating to the Eurocurrency Rate Loans prepaid; and (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentThird, the Borrower amount to be paid shall immediately prepay an be the present value of the Installment Amount determined by discounting the amount equal thereof from the date on which the Installment Amount is to such excess. (d) Any be treated as payable, at the same annual interest rate as the Reemployment Rate designated as aforesaid by the Agent. Each prepayment of a BSBY Rate Loan and any Alternative Currency Loan made pursuant to this 2.8 shall be accompanied by all the payment of accrued interest on the amount prepaid, together with any additional amounts required pursuant principal prepaid to Section 2.12the date of prepayment. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Each Borrower may, upon delivery of a Notice of Loan Prepayment notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to penalty; provided, that, unless otherwise agreed by the last sentence hereof); provided that Administrative Agent, (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) three (3) two Business Days prior to any date of prepayment of BSBY Rate Term SOFR Loans, (B) four on the date of prepayment of Adjusted Daily SOFR Loans, (4C) three Business Days (or five (5)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 BSBY Rate Term SOFR Loans or Adjusted Daily SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 5,000,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Term SOFR Loans or Alternative Currency Term Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time ; provided, that, such notice may specify that such prepayment is conditioned upon the Total Revolving Outstandings exceed consummation of a particular transaction or refinancing of the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Indebtedness hereunder. Any prepayment of a BSBY Rate Loan and any Alternative Currency 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 2.123.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (eb) All prepayments of Loans by No Bid Loan may be prepaid without the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) prior consent of the outstanding Loansapplicable Bid Loan Lender. (c) If the Administrative Agent notifies the Company at any time that (i) other than as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed the Aggregate Commitments, or (ii) solely as a result of fluctuations in currency exchange rates, the Total Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments, then, in any such case, within five Business Days after receipt of such notice, the Borrowers shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Aggregate Commitments. (d) If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Alternative Currency Loans at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit, then, within five Business Days after receipt of such notice, the Borrowers shall prepay Alternative Currency Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed the Alternative Currency Sublimit.

Prepayments. (a) The Each Borrower may, upon delivery of a Notice of Loan Prepayment written notice from the Company to the Administrative Applicable Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part part, without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Applicable Agent not later than 11:00 a.m. a.m., Specified Time, (A) three in the case of prepayments under the Term Facility, four Business Days prior to any date of prepayment, (3B) in the case of prepayments under the Singapore Revolving Subfacility, four Business Days prior to any date of prepayment or (C) in the case of prepayments under the Primary Revolving Subfacility, (1) (x) four Business Days prior to any date of prepayment of BSBY Eurocurrency Rate Loans, Loans made to a Foreign Borrower and (By) four (4) three Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, Eurocurrency Rate Loans made to a Domestic Borrower and (C2) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 Eurocurrency Borrowing Minimum or a whole multiple of the Dollar Equivalent of $500,000 Eurocurrency Borrowing Multiple 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding; provided that in the case of any prepayment pursuant to this subsection (a) contemplated by the definition of the term “Permitted Refinancing Indebtedness”, the provisions of clauses (ii) and (iii) above shall not apply. Each such notice shall specify the date and amount of such prepayment and shall contain the Type(s) of Loans selections by the Company required to be prepaid andmade pursuant to subsection (e) below. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’s Share of such prepayment. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the BorrowerCompany, 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, however, in the case of any such notice given in connection with (x) a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.06(b) or (y) a prepayment contemplated by the definition of the term “Permitted Refinancing Indebtedness”, such notice of prepayment may, prior to the date of prepayment set forth therein, be revoked by the Company. (b) Each Domestic Borrower may, upon written notice from the Company to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part, without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the applicable Domestic Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ci) If the Administrative Agent notifies the Company that the Total Primary Revolving Outstandings (determined disregarding any portion of the L/C Obligations that shall have been Cash Collateralized in accordance with this Agreement) at any time the Total Revolving Outstandings exceed the Aggregate Primary Revolving CommitmentCommitments in effect at such time, then (A) if any Loans under the Primary Revolving Subfacility are outstanding at such time, the Borrower applicable Primary Revolving Borrowers shall immediately prepay such Loans (1) if the Total Primary Revolving Outstandings (as so determined) exceed 105% of the Aggregate Primary Revolving Commitments, within two Business Days of the receipt by the Company of such notice, (2) if any such Loans are Base Rate Loans, within two Business Days of the receipt by the Company of such notice and (3) otherwise, on the last day of an Interest Period of any Committed Primary Revolving Loans, the amount of such prepayment to equal the lesser of (x) the amount necessary to eliminate such excess and (y) the aggregate principal amount of such Loans outstanding (or, in the case of any prepayment under clause (2) or (3) above, the aggregate principal amount of the Base Rate Loans or the Committed Primary Revolving Loans referred to in such clause), and (B) if no Loans under the Primary Revolving Subfacility are outstanding at such time, the applicable Primary Revolving Borrowers shall, within two Business Days of the receipt by the Company of such notice, Cash Collateralize their respective L/C Obligations in an aggregate amount sufficient to eliminate such excess. (ii) If the Singapore Administrative Agent notifies the Company that the Total Singapore Revolving Outstandings at any time exceed the Aggregate Singapore Revolving Commitments in effect at such time, then the applicable Singapore Revolving Borrowers shall prepay Committed Singapore Revolving Loans (A) if the Total Singapore Revolving Outstandings exceed 105% of the Aggregate Singapore Revolving Commitments, within two Business Days of the receipt by the Company of such notice, and (B) otherwise, on the last day of an Interest Period of any Committed Singapore Revolving Loans, the amount of such prepayment to equal the lesser of (1) the amount necessary to eliminate such excess and (2) in the case of any prepayment under clause (B) above, the aggregate principal amount of such Committed Singapore Revolving Loans. (d) In the event and on each occasion that any Net Proceeds are received by or on behalf of the Company or any Subsidiary in respect of any Prepayment Event, the Term Borrower shall (and the Company shall cause the Term Borrower to), on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (a) or (b) of the definition of the term “Prepayment Event”, within three Business Days thereafter), prepay the Term Loans in an aggregate amount equal to 100% of such Net Proceeds; provided, however, that (i) if the aggregate amount of any such prepayment of the Term Loans exceeds at any time the aggregate principal amount of the Term Loans outstanding at such time, then the Borrowers shall (and the Company shall cause the Borrowers to) prepay, on the required date of such prepayment, the Committed Primary Revolving Loans or the Committed Singapore Revolving Loans in an aggregate amount equal to the lesser of the amount of such excess and the aggregate principal amount of the Committed Primary Revolving Loans and the Committed Singapore Revolving Loans outstanding at such time and (ii) if the Company shall, prior to the date of any such prepayment of the Term Loans, deliver to the Administrative Agent a certificate of a Responsible Officer of the Company to the effect that such prepayment cannot be accomplished by the Term Borrower without materially adverse tax consequences to the Company and its Subsidiaries and that, in place of all or any portion of such prepayment, the Borrowers will make a prepayment of the Committed Primary Revolving Loans or the Committed Singapore Revolving Loans (specifying the amount thereof to be prepaid), then the Term Borrower shall not be required to make any such prepayment if and to the extent that the Borrowers shall have prepaid, on the required date of such prepayment, the aggregate principal amount of the Committed Primary Revolving Loans or the Committed Singapore Revolving Loans; provided further, however, that, in the case of any event described in clause (b) of the definition of the term “Prepayment Event”, if the Company shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that the Company intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 180 days after receipt of such Net Proceeds to restore or replace the assets subject to such event, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable), in each case to the extent such Net Proceeds or such portion thereof do not exceed $10,000,000, except to the extent of any such Net Proceeds that have not been so applied by the end of such 180 day period, at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied. Notwithstanding the foregoing, in the event and on each occasion that any Net Proceeds are received by or on behalf of the Company or any Subsidiary in respect to any Scheduled Disposition, the Term Borrower shall (and the Company shall cause the Term Borrower to), not later than the first Business Day after such Net Proceeds are received, prepay the Term Loans in accordance with the immediately preceding sentence but without regard to clauses (ii) and (iii) of the first proviso set forth in such sentence. The Company shall, to the extent practicable, notify the Administrative Agent by telephone (confirmed by hand deliver or facsimile) of any prepayment required pursuant to this paragraph no later than 11:00 a.m., Specified Time, four Business Days prior to the date of prepayment. Each such notice shall specify the date and amount of such prepayment and shall contain the selections by the Company required to be made pursuant to subsection (f) below. The Administrative Agent will promptly notify each Lender of the applicable Class of its receipt of such notice, and of the amount of such Lender’s Share of such prepayment. (e) The Singapore Revolving Borrowers shall make the prepayments of Committed Singapore Revolving Loans referred to in paragraph (b)(i) of Section 2.06. (f) Prior to any prepayment of any Loans under this Section, the Company shall (i) in the case of any prepayment pursuant to subsection (a) above, select the Class of Loans to be prepaid and (ii) in the case of any prepayment other than pursuant to subsection (b) above, select the Committed Borrowing or Committed Borrowings of the applicable Class to be prepaid. Any prepayment of a BSBY Eurocurrency Rate Loan (and any Alternative Currency Loan prepayment pursuant to subsection (d) above of a Base Rate Loan) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments 3.05. Each such prepayment of Loans by the Borrower of any Class shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Loans of the outstanding Loanssuch Class held by Lenders of such Class in accordance with such Lenders’ respective Shares.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) two Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Term SOFR Loans, and (CB) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (eb) All prepayments If the Administrative Agent notifies the Borrower at any time that the Total Outstandings at any such time exceed an amount equal to 100% of Loans by the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrower shall be applied so that each Lender continues prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to have a ratable portion (according reduce such Outstanding Amount as of such date of payment to its applicable Pro Rata Share) an amount not to exceed 100% of the outstanding LoansAggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.15, the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (Ax) 1:00 p.m. three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Term SOFR 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 (and otherwise, one Business Days’ notice shall be required for any such prepayment); (iiB) any such prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (ivC) 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 of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify (x) the date and amount of such prepayment and prepayment, (y) the Type(s) of Loans to be prepaid and, and (z) if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at ; provided, that any time such notice may state that such notice is conditioned upon the Total Revolving Outstandings exceed effectiveness of other credit facilities, debt issuances or incurrences, equity issuances or the Aggregate Revolving Commitmentoccurrence of any other identifiable transaction, in which case such notice may be revoked by the Borrower shall immediately prepay an amount equal (by notice to the Agent on or prior to the specified effective date) if such excess. (d) condition is not satisfied. Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments 3.05. Subject to Section 2.19, each such prepayment of Loans by the Borrower Loan shall be applied so that each Lender continues to have a ratable portion (according the Loan and shall be paid to its applicable Pro Rata Share) the Lenders in accordance with their respective Applicable Percentages of the outstanding LoansLoan.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Incremental Term Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) U.S. Government Securities Business Days prior to any date of prepayment of BSBY Rate Loans, SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate SOFR Loans shall be in a principal amount of $2,500,000 2,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)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 of such 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. 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 ▇▇▇▇▇▇’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; 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 SOFR Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment (1) of Committed Loans shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Pro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in such Series in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loansprepayment. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Committed Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excessCommitments then in effect. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower Company may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in 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. (A) three (3) Business Days prior to any date of prepayment of BSBY Rate Term SOFR Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans[reserved], and (C) on the date of prepayment of Base Rate LoansLoans (or, in each case, such shorter period as the Administrative Agent may agree in its sole discretion); (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof[reserved]; 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Tranche of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will (1) promptly notify each 364-Day Tranche Lender of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order its receipt of maturity. Subject to Section 2.15, each such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares notice in respect of each any 364-Day Tranche Loans, and of the relevant Facilities. amount of such 364-Day Tranche Lender’s Applicable 364-Day Tranche Loan Percentage of such prepayment and (b2) promptly notify each 5-Year Tranche Lender of its receipt of each such notice in respect of any 5-Year Tranche Loans, and of the amount of such 5-Year Tranche Lender’s Applicable 5-Year Tranche Loan Percentage of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company 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 notice is given in connection with a full or partial refinancing of the Facilities, such notice may condition the prepayment upon the effectiveness of such refinancing Indebtedness, in which case such notice may be revoked by the Company (cby notice to the Administrative Agent on or prior to the date of such prepayment) If at if such condition is not satisfied; provided that the Company shall pay any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal amounts required pursuant to such excess. (d) Section 3.05. Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments 3.05. Each such prepayment of 364-Day Tranche Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the 364-Day Tranche Loans of the outstanding Loans364-Day Tranche Lenders in accordance with their respective Applicable 364-Day Tranche Loan Percentages and each such prepayment of 5-Year Tranche Loans shall be applied to the 5-Year Tranche Loans of the 5-Year Tranche Lenders in accordance with their respective Applicable 5-Year Tranche Loan Percentages. Any prepayment of Loans pursuant to this Section 2.05 shall be applied to reduce the subsequent scheduled repayments of Loans of the applicable Tranche to be made pursuant to Section 2.07 as directed in writing by the Company or, if no such direction has been provided, in direct order of maturity.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment irrevocable notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 11:00 a.m. a.m. (A) three [three]two (3[3]2) Business Days prior to any date of prepayment of BSBY Eurodollar Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Eurodollar Rate Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 the case of clauses (i), either (ii), ) or (iii), (iv) and (v)above, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Eurodollar Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLoans, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Eurodollar Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.05. (b) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrower shall immediately prepay the Loans and L/C Borrowings and Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations (other than L/C Borrowings) pursuant to this Section 2.04(b) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (c) The Borrower shall prepay the Loans (including L/C Borrowings) and, after the occurrence and during the continuance of an Event of Default or to the extent required by the provisions of Section 2.05(c), Cash Collateralize the L/C Obligations to the extent required pursuant to the provisions of Section 6.12 hereof. (d) [The Borrower shall prepay the Loans (including L/C Borrowings) and, after the occurrence and during the continuance of an Event of Default or to the extent required by the provisions of Section 2.05(c), Cash Collateralize the other L/C Obligations in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event, irrespective of whether a Cash Dominion Event then exists and is continuing][Reserved]. (e) All prepayments Prepayments made pursuant to Section 2.04(b), (c) and (d) above, first, shall be applied ratably to the L/C Borrowings, second, shall be applied ratably to the outstanding Committed Loans, third, after the occurrence and during the continuance of an Event of Default, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full shall be deposited by the Lender in a deposit account of the Borrower and may be utilized by the Borrower in the ordinary course of its business to the extent otherwise permitted hereunder. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrower or any other Loan Party) to reimburse the L/C Issuer or the Lender, as applicable, and, to the extent not so that each Lender continues applied, shall thereafter be applied to have a ratable portion satisfy other Obligations, as and to the extent such other Obligations shall then be due and payable. [66] [TABLE OF CONTENTS] [(according to its applicable Pro Rata Share) of the outstanding Loans.continued)] [Page]

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment irrevocable notice from the Lead Borrower to the Administrative Agent, (i) at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty and (subject ii) at any time or from time to time voluntarily prepay FILO Term Loans so long as the prepayment of such FILO Term Loans (A) is in connection with a termination of all Aggregate Commitments and payment in full in cash of all Revolving Loans and Swing Line Loans and the termination or Cash Collateralization of all L/C Obligations, (B) is in connection with any mandatory prepayments required to be made pursuant to the last sentence hereof)terms of this Section solely to the extent that the Aggregate Commitments have been terminated, the Revolving Loans and Swing Line Loans have been paid in full in cash, the L/C Obligations have either been terminated or Cash Collateralized, or (C) is made only if the FILO Term Loan Payment Conditions are satisfied after giving effect to such prepayment; provided that in each case (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) three (3) Business Days prior to any date of prepayment of BSBY LIBOR Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY LIBOR Rate Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iviii) 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 or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY LIBOR Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLoans, the Interest Period(s) of such Loans. Each prepayment The Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY LIBOR Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (c) If for any reason the Total Outstandings at any time exceed the Revolving Loan Cap as then in effect, the Borrowers shall immediately prepay the Loans and L/C Borrowings and, if an Event of Default is continuing, if requested by Agent in its sole discretion, Cash Collateralize the L/C Obligations (other than L/C Borrowings) in an aggregate amount equal to such excess. Notwithstanding anything to the contrary in this Agreement, the remaining balance of the Cash Collateral will be returned to the Borrowers when all Letters of Credit have been terminated or discharged, all Commitments have been terminated and all Obligations (other than contingent Obligations that by their terms survive the termination of this Agreement) have been paid in full in immediately available funds. (d) During the continuance of a Cash Dominion Event, the Borrowers shall prepay the Loans to the extent required pursuant to the provisions of Section 6.12 hereof, and, if an Event of Default is continuing, if required by the Agent in its sole discretion, Cash Collateralize the L/C Obligations. Notwithstanding anything to the contrary in this Agreement, the remaining balance of the Cash Collateral will be returned to the Borrowers when all Letters of Credit have been terminated or discharged, all Commitments have been terminated and all Obligations (other than contingent Obligations that by their terms survive the termination of this Agreement) have been paid in full in immediately available funds. (e) All prepayments of Loans by the Borrower Prepayments made pursuant to Section 2.05(c) and (d) above, first, shall be applied so that each Lender continues ratably to have a ratable portion (according the L/C Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Revolving Loans, third, after the occurrence and during the continuance of an Event of Default, if required by the Agent in its applicable Pro Rata Share) sole discretion, shall be used to Cash Collateralize the remaining L/C Obligations; fourth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full shall be applied ratably to the outstanding FILO Term Loans; and fifth, the amount remaining, if any, after the prepayment in full of all L/C Borrowings, Swing Line Loans and Committed Revolving Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations (to the extent required hereunder) in full, and payment in full of all FILO Term Loans shall be deposited by the Agent in a deposit account of the Lead Borrower and may be utilized by the Borrowers in the ordinary course of its business to the extent otherwise permitted hereunder. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations.

Prepayments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)Section 3.05; provided that (i) any such notice must be in a form acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A) three (3) two Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of each of the relevant Facilities. (b) Facility). If such notice is given by the BorrowerCompany, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments 3.05. Subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Each prepayment of Loans by the Borrower pursuant to this Section 2.05(a) shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loansprincipal repayment installments thereof as the Borrowers may direct.

Prepayments. (a) The Each Borrower may, upon delivery of a Notice of Loan Prepayment notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) 4:00 p.m. three (3) Business Days prior to any date of prepayment of BSBY Eurocurrency Rate LoansLoans denominated in Dollars, (B) 4:00 p.m. four (4) Business Days (or five (5)five, 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, and (C) 12:00 noon on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of BSBY Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Eurocurrency Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by such Borrower, 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 a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.19(a), each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (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. If such notice is given by the BorrowerCompany, the Borrower 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 Borrowers at any time that the Total Revolving Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Borrowers shall prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that no Borrower shall be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless, after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excessCommitments then in effect. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Each Borrower may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) three (3) two Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Term SOFR Loans, and (CB) on the date of prepayment of Base Rate Revolving Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Revolving 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked in accordance with Section 2.06. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the applicable Borrower shall make (unless any applicable condition is not satisfied and the notice is revoked) such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.16, each such prepayment shall be applied to the principal repayment installments thereof in direct order Revolving Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Company may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (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 in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower 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 for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCommitments then in effect, then, the Borrower Company shall immediately prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan ; provided, however, that the Company shall not be accompanied by all accrued interest on required to Cash Collateralize the amount prepaid, together with any additional amounts required L/C Obligations pursuant to this Section 2.12. (e2.05(c) All prepayments of Loans by unless after the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) prepayment in full of the outstanding LoansLoans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty (subject to the last sentence hereofexcept as set forth below); provided that (i) such , upon irrevocable notice must be in a form acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. A.M., New York City time, (Ai) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5)thereto, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Term Benchmark Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment five (5) Business Days prior thereto, in the case of BSBY Rate RFR Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and one (iv1) 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 orBusiness Day prior thereto, in each the case of clauses (i)ABR Loans or Daily SOFR Loans, (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Loans to be prepaid andTerm Benchmark Loans, if BSBY Rate RFR Loans, Daily SOFR Loans or Alternative Currency Rate ABR Loans; provided, that if a Term Loans are to be prepaid, Benchmark Loan is prepaid on any day other than the last day of the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.18. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. , together with (cexcept in the case of Revolving Loans that are ABR Loans) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal accrued interest to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest date on the amount prepaid; provided, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments that a notice of prepayment of the Revolving Loans in full delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a specified transaction, 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. Partial prepayments of Revolving Loans or Delayed Draw Term Loans shall be applied so that in an aggregate principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of case, if less, the outstanding Loansentire principal amount thereof then outstanding.

Prepayments. (a) The Any Borrower may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, Eurodollar Loans and (B) four (4) one Business Days (or five (5), 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 BSBY Rate Eurodollar Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in CHAR1\1436963v5 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If the applicable Borrower gives a prepayment notice, then 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, any notice of prepayment given in connection with a notice of termination of the Commitments given by such Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may (subject to compliance by such Borrower with the requirements of Section 3.05) be revoked by such Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) Any Borrower may, upon notice to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the applicable Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCommitments, the Borrower Borrowers shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan ; provided, however, that the Borrowers shall not be accompanied by all accrued interest on required to Cash Collateralize the amount prepaid, together with any additional amounts required L/C Obligations pursuant to this Section 2.12. (e2.05(c) All prepayments of Loans by unless after the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) prepayment in full of the outstanding LoansLoans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Eurodollar Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate LoansCommitted Loans (provided that, subject to Section 3.05, notwithstanding anything to the contrary contained herein, the Borrower may state that such notice is conditioned upon the effectiveness of another credit facility, the receipt of net cash proceeds from the issuance of other Indebtedness, the closing of one or more securities offerings or the consummation of any other transaction or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied); (ii) any prepayment of BSBY Eurodollar Rate Loans shall be in a principal amount of $2,500,000 3,000,000 or a whole multiple of $500,000 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 $2,500,000 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 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Eurodollar Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.16, each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment (provided that, notwithstanding anything to the contrary contained herein, the Borrower may state that such notice is conditioned upon the effectiveness of another credit facility, the receipt of net cash proceeds from the issuance of other Indebtedness, the closing of one or more securities offerings or the consummation of any other transaction or the occurrence of some other identifiable event or condition, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied); and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCommitments then in effect, the Borrower shall immediately shall, within one (1) Business Day, prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid; provided, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by however, that the Borrower shall not be applied so that each Lender continues required to have a ratable portion (according Cash Collateralize the L/C Obligations pursuant to its applicable Pro Rata Sharethis Section 2.05(c) unless after the prepayment in full of the outstanding LoansCommitted Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (ai) The Borrower may, upon notice to the Agent pursuant to delivery to the Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (penalty, subject to the last sentence hereof)Section 3.05; 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) three (3) two Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 2,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Alternative Currency Base Rate Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Floating Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Term SOFR Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.17, each such prepayment shall be applied to the principal repayment installments thereof in direct order Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (bii) At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $50,000 (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ci) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall immediately prepay Committed Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess (provided, however, that Borrower 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 Loans the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCommitments then in effect), and (ii) if for any reason the aggregate principal amount of Swingline Loans outstanding exceeds the Swingline Sublimit, Borrower shall immediately prepay the Swingline Loans in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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.m. (A) three (3) U.S. Government Securities Business Days prior to any date of prepayment of BSBY Rate Loans, LIBOR RateSOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate LIBOR RateSOFR Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 250,000 in excess thereof; and (iviii) unless a Cash Dominion Event has occurred and is continuing, 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLIBOR RateSOFR Loans, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBOR RateSOFR Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrower may, upon irrevocable notice from the Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentLoan Cap as then in effect, the Borrower shall immediately prepay Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) Any prepayment After the occurrence and during the continuance of a BSBY Rate Cash Dominion Event, the Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on Parties to the amount prepaid, together with any additional amounts extent so required pursuant to under the provisions of Section 2.126.13 hereof. (e) All prepayments Prepayments made pursuant to Section 2.05(c) and (d) above, first, shall be applied to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Loans outstanding at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrower for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied so that each Lender continues (without any further action by or notice to have a ratable portion (according or from the Borrower or any other Loan Party) to its applicable Pro Rata Share) of reimburse the outstanding LoansL/C Issuer or the Lenders, as applicable.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Loans any Loan, in whole or in part without premium part, by giving irrevocable written notice (or penalty (subject telephonic notice promptly confirmed in writing) to the last sentence hereof); provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not Lender no later than 11:00 a.m. (ACentral Time) not less than three (3) Business Days prior to any date of prepayment of BSBY Rate Loanssuch prepayment; PROVIDED, (B) four (4) Business Days (or five (5), in that 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 BSBY Rate Loans shall be in a principal amount of any such prepayment shall not be less than $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding100,000. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are principal amount to be prepaid, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrowergiven, the 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 2.07 and any prepayment fee pursuant to SECTIONS 2.14(E) AND 2.14(F). If no such notice is given, each prepayment shall be applied against the remaining installments of principal due in respect of the Loans. (b) If Borrower issues any membership interests, any other equity interests, or any debt securities, then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith; PROVIDED, that no such prepayment shall be required in the event Borrower issues membership interests or other equity interests and the proceeds of such issuance are invested in assets that constitute either plant or equipment of Borrower and such assets become Collateral subject to Lender's first priority security interest. Any such prepayment shall be applied in accordance with paragraph (c) below. The Lender acknowledges that the Borrower intends to commence a registered public offering of 10,000 units of its membership interests within 150 days of the date of this Agreement (the "Public Offering") and that the proceeds of such offering will be primarily used to redeem the membership interests (units) purchased by ICM, Inc. and ▇▇▇▇▇, Inc. pursuant to that certain Unit Purchase and Redemption Agreement dated September 27, 2004. Notwithstanding any provision in this Section 2.12(b) to the contrary, the proceeds from the Public Offering shall not be subject to the terms of this Section 2.12(b). (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied prepayments made by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each as follows: FIRST to fees and reimbursable expenses of Lender continues then due and payable pursuant to have a ratable portion (according to its applicable Pro Rata Share) any of the Loan Documents; SECOND to interest then due and payable on Loans made to Borrower; and THIRD to the principal balance of the Loans (ratably to Loan A and Loan B in accordance with their relative outstanding Loansbalances as of the date of the payment), in inverse order of maturity, until the same shall have been paid in full. The Commitment shall be permanently reduced by the amount of any prepayments made pursuant to clause third above.

Prepayments. (a) The Borrower Subject to Sections 5.06(a) and 5.06(b), the Company may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof); provided that (i) such at least four Business Days’ prior 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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5)Agent, in the case of a prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Offshore Rate Loans, and (Cii) on at least one Business Day’s prior notice to the date Agent, in the case of a prepayment of Base Reference Rate Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum , prepay, ratably the outstanding principal amount of the Dollar Equivalent Committed Loans or the Term Loans, or both, in whole or in part, together with accrued interest to the date of $2,500,000 or a whole multiple of such prepayment on the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orprepaid, in each case the minimum principal amounts as set forth in Section 2.08(b). Such notice of clauses prepayment shall specify (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, (ii) whether such prepayment and the Type(s) is of Loans to be prepaid and, if BSBY Reference Rate Loans or Alternative Currency Offshore Rate Loans, or any combination thereof, and whether such Loans constitute Committed Loans or Term Loans are to Loans, and (iii) the Applicable Currency. Such notice shall not thereafter be prepaidrevocable by the Company and the Agent will promptly notify (i) in the case of Committed Loans, the Interest Period(s) each Lender with an outstanding Committed Loan and of such Lender’s Pro Rata Share of such prepayment and (ii) in the case of Term Loans. Each prepayment of the , each Lender with an outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order Loan and of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Lender’s Term Loan Pro Rata Shares in respect Share of each of the relevant Facilities. (b) such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 5.06. (b) Each partial prepayment of Committed Loans or Term Loan shall be, (i) in the case of Offshore Rate Loans denominated in Dollars, in the aggregate principal amount of $20,000,000 or an integral multiple of $10,000,000 in excess thereof, (ii) in the case of Offshore Currency Loans, in the aggregate principal amount of the lesser of (A) the Equivalent Amount of $20,000,000 and (B) 20,000,000 units of Offshore Currency, and (C) in the case of Reference Rate Loans, in the aggregate principal amount of $10,000,000 or an integral multiple of $5,000,000 in excess thereof; provided, however, that, if the aggregate amount of Offshore Rate Loans comprised in the same Committed Borrowing would be reduced as a result of any voluntary prepayment to an amount less than $20,000,000, such Offshore Rate Loans shall automatically Convert into Reference Rate Loans on the last day of the then current Interest Period (for purposes of which any Offshore Currency Loans shall first be redenominated into Loans denominated in Dollars). (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excessBid Loans may not be prepaid. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentRepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three two (32) Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans and Daily SOFR Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Term SOFR Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof2,500,000; and (iviii) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.05. 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 the relevant Facility. (eb) All prepayments of Loans by [Intentionally Omitted]. (c) If for any reason the Total Revolving Credit Outstandings exceed the Revolving Credit Facility, the Borrower shall immediately prepay Loans (including L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. Each prepayment pursuant to the foregoing sentence shall be applied, first, ratably to the outstanding L/C Borrowings until paid in full, second, ratably to the outstanding Revolving Credit Loans (without any reduction of the Revolving Credit Facility) until paid in full, and third, to Cash Collateralize the L/C Obligations in full. Upon a drawing under any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied so that each Lender continues (without any further action by or notice to have a ratable portion (according or from the Borrower or any other Loan Party) to its applicable Pro Rata Share) of reimburse the outstanding Loans.L/C Issuers or the Revolving Credit Lenders, as applicable. 63

Prepayments. (aA) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY LIBO Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY LIBO Rate Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iviii) unless a Cash Dominion Event has occurred and is continuing, 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY LIBO Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLoans, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Lead Borrower, the 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 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(e). Each such prepayment shall be applied to the Committed Revolving Loans of the Revolving Lenders in accordance with their respective Applicable Percentages. (B) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cC) If Subject to Section 2.09(b) and the satisfaction of the Payment Conditions, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent and the Term Loan Agent, at any time or from time to time, voluntarily prepay the Term Loan in whole or in part; provided that such notice must be received by the Administrative Agent and the Term Loan Agent not later than 11:00 a.m. three (3) Business Days prior to the date of such prepayment of the Term Loan. Each such notice shall specify the date and amount of such prepayment; provided, further, that the Borrowers shall not be required to satisfy the Payment Conditions in connection with any voluntary prepayment of a quarterly principal payment in respect of the Term Loan pursuant to Section 2.07(c), to the extent such voluntary prepayment is made within seven (7) days prior to the due date for such quarterly principal payment as set forth in Section 2.07(c). The Term Loan Agent will promptly notify each Term Lender of its receipt of each such notice, and of the amount of such Term Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment, together with any fees then due hereunder or under any other Loan Document, and the payment amount specified in such notice shall be due and payable on the date specified therein. Each such prepayment shall be applied to the Term Loan in inverse order of the payments due pursuant to Section 2.07(c). (D) If for any reason the Total Revolving Revolver Outstandings at any time exceed the Aggregate Revolving CommitmentLoan Cap as then in effect, the Borrower Borrowers shall immediately prepay Revolving Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless after the prepayment in full of the Revolving Loans the Total Revolver Outstandings exceed the Revolving Loan Cap as then in effect. (dE) Any prepayment The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan Parties to the extent so required under the provisions of Section 6(m) hereof. (F) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a BSBY Rate Loan Prepayment Event, regardless of whether a Cash Dominion Event then exists and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required is continuing. (G) Prepayments made pursuant to Section 2.12. 2(e)(d), (e) All prepayments of Loans by the Borrower and (f) above, first, shall be applied so that each Lender continues to have a ratable portion (according the Swing Line Loans, second, shall be applied ratably to its applicable Pro Rata Share) the outstanding Committed Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, fourth, shall be applied ratably to the outstanding Term Loan in inverse order of the payments due pursuant to Section 2.07(c), and fifth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans, the prepayment in full of all Committed Revolving Loans outstanding Loansat such time, the Cash Collateralization of the remaining L/C Obligations in full, and the prepayment in full of the Term Loan, may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentRepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three two (32) Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans and Daily SOFR Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Term SOFR Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof2,500,000; and (iviii) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower 3.05. Subject to Section 2.17, each such prepayment shall be applied so that each Lender continues paid to have a ratable portion (according to its applicable Pro Rata Share) the Appropriate Lenders in accordance with their respective Applicable Percentages in respect of the outstanding Loansrelevant Facility.

Prepayments. (a) The Each Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and/or Revolving Credit Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Eurocurrency Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (CB) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Eurocurrency Rate Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Eurocurrency Rate Loans or Alternative Currency Rate Term 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 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 2.4 2.05(a) shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15on a pro-rata basis, and each such prepayments prepayment shall be paid to the Term Lenders in accordance with their respective Pro Rata Shares Applicable Percentages in respect of each the Term Facility. Each prepayment of outstanding Revolving Credit Loans shall be applied to the Revolving Credit Lenders in accordance with their respective Applicable Percentages in respect of the relevant FacilitiesRevolving Credit Facility. (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 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower 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 Outstanding Amount under the Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay Credit Facility at such time exceeds an amount equal to 105% of all Revolving Credit Commitments then in effect, then, within two Business Days after receipt of such excessnotice, 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 Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Revolving Credit Commitments then in effect; provided that the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Revolving Credit Loans the Total Revolving Credit Outstandings exceed the Revolving Credit Commitments then in effect. (d) Any prepayment If the Administrative Agent notifies the Company at any time that the Outstanding Amount of a BSBY Rate Loan and any all Letters of Credit denominated in Alternative Currency Loan shall be accompanied by all accrued interest on the Currencies at such time exceeds an amount prepaid, together with any additional amounts required pursuant equal to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) 105% of the outstanding LoansLetter of Credit Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Letter of Credit Sublimit then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentRepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three two (32) Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans and Daily SOFR Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Term SOFR Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof2,500,000; and (iviii) any prepayment of Base Rate Loans or Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.05. 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 the relevant Facility. (eb) All prepayments of Loans by [Intentionally Omitted]. (c) If for any reason the Total Revolving Credit Outstandings exceed the Revolving Credit Facility, the Borrower shall immediately prepay Loans (including L/C Borrowings) and/or Cash Collateralize the L/C Obligations (other than the L/C Borrowings) in an aggregate amount equal to such excess. Each prepayment pursuant to the foregoing sentence shall be applied, first, ratably to the outstanding L/C Borrowings until paid in full, second, ratably to the outstanding Revolving Credit Loans (without any reduction of the Revolving Credit Facility) until paid in full, and third, to Cash Collateralize the L/C Obligations in full. Upon a drawing under any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied so that each Lender continues (without any further action by or notice to have a ratable portion (according or from the Borrower or any other Loan Party) to its applicable Pro Rata Share) of reimburse the outstanding LoansL/C Issuers or the Revolving Credit Lenders, as applicable.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (ia) 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. (Ai) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Eurocurrency RateTerm SOFR Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (Cii) on the date of prepayment of Base Rate Loans; (iib) any prepayment of BSBY Rate Eurocurrency RateTerm SOFR Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Eurocurrency RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time ; provided that, so long as the Total Revolving Outstandings exceed Administrative Agent is notified prior to the Aggregate Revolving Commitmentprepayment date, a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower shall immediately prepay an amount equal (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such excess. (d) condition is not satisfied. Any prepayment of a BSBY Rate Loan and any Alternative Currency Eurocurrency RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.123.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (eb) All prepayments If the Administrative Agent notifies the Borrower in writing that the aggregate Revolving Credit Exposures of Loans by the Lenders at such time exceeds 101% of the Aggregate Commitments then in effect, then, within three Business Days after receipt of such written notice from the Administrative Agent, the Borrower shall prepay Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess, or the Borrower shall take such other action to the extent necessary to eliminate any such excess; provided, however, that, subject to the provisions of Section 2.14(a), the Borrower shall not be applied so that each Lender continues required to have a ratable portion (according Cash Collateralize the L/C Obligations pursuant to its applicable Pro Rata Sharethis Section 2.05(b) unless after any such prepayment of Loans, the aggregate Revolving Credit Exposures of the outstanding LoansLenders exceeds the Aggregate Commitments then in effect.

Prepayments. (a) The No Borrower may, shall have the right to prepay the principal amount of any Loan other than as provided in this Section 2.7. (b) Each Borrower may (i) upon delivery of a Notice of Loan Prepayment at least three Business Days' prior notice to the Administrative Agent, at any time in the case of Eurodollar Rate Loans and (ii) on or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to after the last sentence hereof); provided that (i) such date of written 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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5)Agent, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Base Rate Loans, stating in such notice the proposed date and (C) on aggregate principal amount of the prepayment, prepay the outstanding principal amount of the Swing Loans or Revolving Credit Loans, 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 each partial prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Revolving Credit Loans shall be in a an aggregate principal amount not less than $1,000,000 or integral multiples of $2,500,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment . Upon the giving of Alternative Currency Loans shall be in a minimum such notice of prepayment, the principal amount of the Dollar Equivalent of $2,500,000 Swing Loans or a whole multiple of Revolving Credit Loans, as the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orcase may be, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans specified to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinfor such prepayment. (c) If at The Company shall, within five Business Days of the end of each calendar month (or more frequently as the Company may desire) while any time Multicurrency Loans are outstanding, notify the Total Revolving Outstandings exceed Administrative Agent in writing of the Aggregate Revolving Commitmentprincipal amount, the Borrower Multicurrency Lender, Borrower, currency and maturities of all Multicurrency Loans then outstanding and shall immediately prepay an aggregate principal amount of the Multicurrency Loans then outstanding equal to the amount, if any, by which the Dollar Equivalent of all Multicurrency Loans then outstanding exceeds $250,000,000. Any such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) towards the Multicurrency Loans in such manner as the Company shall direct. The aggregate principal amount of Multicurrency Loans shall be determined based on the Dollar Equivalent of the outstanding LoansMulticurrency Loans in the relevant Alternative Currency at 11:00 a.m. (New York time) on the date of any such prepayment.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative AgentAgents, at any time or from time to time time, voluntarily prepay the Committed Loans and the Term Loans of any Class in whole or in part without premium or penalty (subject to the last sentence hereof)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) 1:00 p.m. three (3) Business Days prior to any date of prepayment of BSBY LIBOR Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of 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 BSBY LIBOR Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the U.S. Dollar Equivalent of $2,500,000 U.S.$5,000,000 or a whole multiple of the U.S. Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)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 BSBY LIBOR Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each The 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). If such notice is given, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that 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 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. Subject to Section 2.19, each such prepayment of the outstanding Term Loans pursuant to this Section 2.4 Loan shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments Term Loan and shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each Applicable Percentages 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. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Agents), 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 Agents not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of U.S.$100,000 in the case of U.S. Dollar Swing Line Loans (or such lesser amount as approved by the Swing Line Lender) and C$100,000 in the case of Canadian Dollar Swing Line Loans (or such lesser amount as approved by the Swing Line Lender). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings (or any Class thereof) at any time exceed the Aggregate Commitments (or any Class thereof) then in effect (or 105% of the Aggregate Commitments (or any Class thereof) then in effect solely to the extent due to currency fluctuation), the Borrower shall promptly (and, in any event, within three (3) Business Days after receipt by the Borrower of written notice detailing such excess) prepay Committed Loans, Cash Collateralize Bankers’ Acceptances and BA Equivalent Notes and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to (i) such excess, to the extent Committed Loans are being prepaid, or (ii) the Minimum Collateral Amount with respect to such excess, to the extent L/C Obligations are being Cash Collateralized, or (iii) the aggregate Face Amount thereof with respect to such excess, to the extent Bankers’ Acceptances and BA Equivalent Notes are being Cash Collateralized; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations, Bankers’ Acceptances or BA Equivalent Notes pursuant to this clause (c) unless after the prepayment in full of the Loans, the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCommitments then in effect; provided further, however, that if it is determined on any subsequent day that any such prepaid or Cash Collateralized amount exceeds the amount of such excess, the Borrower shall immediately prepay an amount equal may withdraw (by written notice to such excess. (dthe Agents) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaidby which such excess has been reduced. The Agents may, together with at any time and from time to time after the initial deposit of such Cash Collateral, request that additional amounts required pursuant Cash Collateral be provided in order to Section 2.12. (e) All prepayments protect against the results of Loans by further exchange rate fluctuations. No Default or Event of Default shall arise hereunder or under any other Loan Document as a result of currency fluctuations so long as the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of timely complies with the outstanding Loansprepayment and Cash Collateral requirements set forth in this Section 2.06.

Prepayments. (a) The Borrower Borrowers may, upon notice from the Company to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)Section 3.05; provided that (i) any such notice must be in a form acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A) three (3) two Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the BorrowerCompany, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower 3.05. Subject to Section 2.15, each such prepayment shall be applied so that each Lender continues paid to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding LoansLenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay any Loans of any Class in whole or in part without premium or penalty (subject pursuant to the last sentence hereof)this Section 2.06; 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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in such shorter period as the case of prepayment of Loans denominated in Special Notice CurrenciesAdministrative Agent shall agree) prior to any date of prepayment of Alternative Currency Term SOFR Loans, (B) on the date of prepayment of Daily SOFR Loans and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans or Daily SOFR Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order applicable Class(es) of maturityLoans. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time ; provided, however, that a notice of voluntary prepayment may state that such notice is conditioned upon an event, such as the Total Revolving Outstandings exceed the Aggregate Revolving Commitmenteffectiveness of other credit facilities, the receipt of the proceeds from the issuance of Equity Interests or other Indebtedness or the receipt of the proceeds from a Disposition, in which case such notice of prepayment may be revoked by the Borrower shall immediately prepay an amount equal to if such excess. (d) condition is not satisfied. Any prepayment of a BSBY Rate Term SOFR Loan and any Alternative Currency or a Daily SOFR 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 2.12. (e) All prepayments 3.05. Subject to Section 2.18, each prepayment of Loans by the Borrower of any Class made pursuant to this Section 2.06 shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) made ratably among the Lenders of the outstanding such Class in accordance with their respective Applicable Percentages of such Class of Loans.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Loans the Term Loan in whole or in part without premium or penalty (subject to the last sentence hereof)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) three two (32) Business Days prior to any date of prepayment of BSBY Rate Term SOFR Loans, (B) four one (41) U.S. Government Securities Business Days (or five (5), 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 BSBY Rate Term SOFR Loans or Daily Simple SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower 3.05. Subject to Section 2.16, each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Loans of the outstanding LoansLenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower Company may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans of the Company in whole or in part without premium or penalty (subject to the last sentence hereof)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 9:00 a.m. (A) three (3) two Business Days prior to any date of prepayment of BSBY Rate Term SOFR Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Daily Rate Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Daily Rate Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 £1,000,000 or a whole multiple of the Dollar Equivalent of $£500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (subject to satisfaction of any conditions set forth therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) ). Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.12. (e) All prepayments of Loans by the Borrower , each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Loans of the outstanding LoansLenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY LIBO Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY LIBO Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 250,000 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 $100,000 250,000 in excess thereof ($100,000 and $100,000, respectively, in the case of Swing Line Loans) or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding; provided, further, that such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Agent on or prior to the specified closing date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY LIBO Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLoans, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the 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 a LIBO Rate Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05.3.05. Each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Revolving Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentLoan Cap as then in effect, the Borrower Borrowers shall immediately prepay Committed Revolving Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c)2.05(c) unless after the prepayment in full of the Committed Revolving Loans and Swing Line Loans, the Total Outstandings exceed the Loan Cap as then in effect. (d) Any prepayment After the occurrence and during the continuance of a BSBY Rate Cash Dominion Event, the Borrowers shall prepay the Committed Revolving Loans, all outstanding interest fees and Credit Party Expenses, and Cash Collateralize the L/C Obligations with proceeds and collections received by the Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on Parties to the amount prepaid, together with any additional amounts extent so required pursuant to under the provisions of Section 2.126.116.11 hereof. (e) All prepayments of Loans by the Borrower Prepayments made pursuant to Section 2.05(c)2.05(c), and (d)(d)(i) above, first, shall be applied so that each Lender continues to have a ratable portion (according the Swing Line Loans, second, shall be applied ratably to its applicable Pro Rata Share) the outstanding Committed Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Revolving Loans outstanding at such time and the Cash Collateralization of the outstanding Loansremaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Prepayments made pursuant to Section 2.05(d)2.05(d)(ii) shall be applied in accordance with Section 8.048.04. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Prepayments. (a) The Borrower Company may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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 10:00 a.m. (A) three (3) Business Days prior to any date of prepayment of BSBY Eurocurrency Rate LoansCommitted Loans denominated in Dollars, (B) four (4) Business Days (or five (5)five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Committed Loans denominated in Alternative Currency LoansCurrencies, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 3,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. Each The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage 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. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (c) 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 in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cd) If the Administrative Agent notifies the Company at any time that the Total Revolving Outstandings at such time exceed an amount equal to 105% of the Aggregate Commitments then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans and/or the Company shall Cash Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that, subject to the provisions of Section 2.04(g)(ii), the Company shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(d) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Revolving CommitmentCommitments then in effect. The Administrative Agent may, at any time and from time to time after the Borrower shall immediately prepay an amount equal initial deposit of such Cash Collateral, request that additional Cash Collateral be provided in order to such excess. (d) Any prepayment protect against the results of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12further exchange rate fluctuations. (e) All prepayments If the Administrative Agent notifies the Company at any time that the Outstanding Amount of all Loans by the Borrower shall be applied so that each Lender continues denominated in Alternative Currencies at such time exceeds an amount equal to have a ratable portion (according to its applicable Pro Rata Share) 105% of the outstanding LoansAlternative Currency Sublimit then in effect, then, within two Business Days after receipt of such notice, the Company shall prepay Loans in an aggregate amount sufficient to reduce such Outstanding Amount as of such date of payment to an amount not to exceed 100% of the Alternative Currency Sublimit then in effect.

Prepayments. The Borrower may (in the case of clause (a)) ----------- ---------- and shall (in the case of each other clause) make the following prepayments of the Revolving Loans (Competitive Bid Loans may not be voluntarily prepaid): (a) The Borrower may, upon delivery from time to time on any Business Day, make a voluntary prepayment, in whole or in part, of a Notice the outstanding principal amount of Loan Prepayment any Revolving Loans; provided, however, that -------- ------- (i) any such prepayment shall be made among Revolving Loans pro --- rata to each Lender (according to the respective Percentages of the ---- Lenders) as directed by the Borrower and absent such direction shall be made pro rata among Revolving Loans of the same type and, if --- ---- applicable, having the same Interest Period, of all Lenders; (ii) all such voluntary prepayments shall require at least same day prior written notice to the Administrative Agent (in the case of Base Rate Loans) and at least two (in the case of LIBO Rate Loans, provided the Borrower pays all related break funding costs) but no more than five (in the case of Base Rate or LIBO Rate Loans) Business Days' prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty ; and (subject to the last sentence hereof); provided that (iiii) all such notice must voluntary partial prepayments shall be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date an aggregate minimum amount of prepayment of BSBY Rate Loans, (B) four (4) Business Days $20,000,000 (or five (5)$5,000,000, 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 BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole and an integral 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities5,000,000. (b) If such notice is given by The Borrower shall, on each date when any reduction in the BorrowerCommitment Amount (or the availability thereof) shall become effective, including pursuant to Section 2.2, make a mandatory prepayment of all ----------- Loans, and if required, deliver cash collateral for Letter of Credit Outstandings, equal to the excess, if any, of the aggregate outstanding principal amount of all Loans and Letter of Credit Outstandings over the Commitment Amount as so reduced (or as so available). The Borrower shall also make a mandatory prepayment of all Loans equal to the Net Proceeds received from the sale of the ▇▇▇▇▇▇ Road warehouse facility, located in Columbus, Ohio, in accordance with Section 7.2.4(d) hereof; provided, that ---------------- -------- such mandatory prepayment shall be allocated between the Loans hereunder and the payment amount specified "Loans" as defined in such notice shall be due and payable the 364-Day Credit Agreement on a pro rata basis based on the date specified thereinCommitment Amount hereunder and the "Commitment Amount" under the 364-Day Credit Agreement. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any Each prepayment of a BSBY Rate Loan and any Alternative Currency Loan Loans made pursuant to this Section shall be accompanied by all accrued interest on the amount prepaidwithout premium or penalty, together with any additional amounts required pursuant but shall be subject to Section 2.124.4. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY LIBO Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY LIBO Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 250,000 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 $100,000 250,000 in excess thereof ($100,000 and $100,000, respectively, in the case of Swing Line Loans) or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding; provided, further, that such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (by notice to the Agent on or prior to the specified closing date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY LIBO Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLoans, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the 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 a LIBO Rate Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Revolving Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentLoan Cap as then in effect, the Borrower Borrowers shall immediately prepay Committed Revolving Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Committed Revolving Loans and Swing Line Loans, the Total Outstandings exceed the Loan Cap as then in effect. (d) Any prepayment After the occurrence and during the continuance of a BSBY Rate Cash Dominion Event, the Borrowers shall prepay the Committed Revolving Loans, all outstanding interest fees and Credit Party Expenses, and Cash Collateralize the L/C Obligations with proceeds and collections received by the Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on Parties to the amount prepaid, together with any additional amounts extent so required pursuant to under the provisions of Section 2.126.11 hereof. (e) All prepayments of Loans by the Borrower Prepayments made pursuant to Section 2.05(c), and (d)(i) above, first, shall be applied so that each Lender continues to have a ratable portion (according the Swing Line Loans, second, shall be applied ratably to its applicable Pro Rata Share) the outstanding Committed Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and Committed Revolving Loans outstanding at such time and the Cash Collateralization of the outstanding Loansremaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Prepayments made pursuant to Section 2.05(d)(ii) shall be applied in accordance with Section 8.04. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or Company may from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof); provided that time, upon at least (i) two (2) Business Days' prior notice (in the event such notice must be in a form acceptable pertains to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. Domestic Loans) or (Aii) three (3) Business Days Days' prior notice (in the event such notice pertains to Eurodollar Loans) (by telephone (confirmed in writing promptly thereafter) or telecopier) received by the Administrative Agent (prior to any date of prepayment of BSBY Rate Loans12:00 noon, (B) four (4) Business Days (or five (5)New York City time, in the case event such notice pertains to Domestic Loans) (which shall advise each Bank thereof as soon as practicable thereafter), prepay any Revolving Credit Borrowing in whole or in part, without, except as provided in Section 3.04 hereof, premium or penalty (such prepayment to be PRO RATA to the Banks according to the respective unpaid principal amounts of the Revolving Credit Notes held by them); PROVIDED, HOWEVER, that each such 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 BSBY Rate Loans shall be in a principal an aggregate amount of $2,500,000 50,000,000 or a whole an integral multiple of $500,000 10,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 50,000,000. Except as provided 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 of clauses (iSection 2.09(e)(ii), (iiSection 2.09(e)(iii), (iiiSection 2.13(c)(i), (iv) and (vSection 2.14(i), if lessSection 4.03(a), Section 4.03(b)(ii) or Section 4.03(b)(iii) hereof, the entire principal amount thereof then outstandingCompany shall not have the right to prepay any Competitive Borrowing. [NYCorp;1203895.1] (b) Each such notice of prepayment shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are Borrowing to be prepaid, the Interest Period(s) prepayment date and the aggregate principal to be prepaid, and shall be irrevocable; PROVIDED that, if a notice of such Loans. Each prepayment is given in connection with a conditional notice of termination of the outstanding Term Loans pursuant to this Total Commitment as contemplated by Section 2.4 shall 4.01, then such notice of prepayment may be applied to the principal repayment installments thereof in direct order revoked if such notice of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders termination is revoked in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan Section 4.01. All prepayments under this Section 4.02 shall be accompanied by all accrued interest on the principal amount prepaid, together with any additional amounts required pursuant being prepaid to Section 2.12the date of prepayment. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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. 1:30 p.m. (A1) three (3) two Business Days prior to any date of prepayment of BSBY Eurodollar Rate Loans, (B) four (4) Business Days (or five (5), 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 Base Rate Loans; (ii) any prepayment of BSBY Eurodollar Rate Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Eurodollar Rate Loans or Alternative Currency Rate Term 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. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, any notice of prepayment may be conditioned upon the consummation of a refinancing of this Agreement or other transaction and may be revoked by the Borrower in the event such refinancing or transaction is not consummated, and if so revoked, such repayment shall not be due and payable. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 2.05(a) shall be applied to the principal repayment installments thereof in direct inverse order of maturity, and after such application, to repayment of any Outstanding Amount of the Term Loans. Subject to Section 2.152.16, such prepayments each prepayment of Loans shall be paid to the Lenders in accordance with their respective Pro Rata Shares Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower Borrowers may, upon delivery irrevocable (except as set forth in the remainder of a Notice of Loan Prepayment this paragraph) notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) 5:00 p.m. three (3) U.S. Government Securities Business Days prior to any date of prepayment of BSBY Rate Loans, LIBOR RateSOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) 1:00 p.m. on the date of prepayment of Base Rate Loans; and (ii) any prepayment of BSBY Rate LIBOR RateSOFR Loans by the Borrowers shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLIBOR RateSOFR Loans, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein (except that any such notice may be conditioned on the receipt of proceeds from any refinancing indebtedness or the consummation of a Change of Control that results in a refinancing and payment in full of the Obligations). Any prepayment of a LIBOR RateSOFR Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.16, each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentLoan Cap as then in effect, the Borrower Borrowers shall immediately promptly prepay the Loans and Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Loan Cap as then in effect. (d) Any prepayment Upon the occurrence and during the continuance of a BSBY Rate Cash Dominion Event, the Borrowers shall prepay the Loans and, if an Event of Default has occurred and is continuing, Cash Collateralize the L/C Obligations with the proceeds and collections received by the Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on Parties, in each case to the amount prepaid, together with any additional amounts extent required pursuant to the provisions of Section 2.126.12 hereof. (e) All prepayments of Loans by the Borrower Prepayments made pursuant to Section 2.05(c), first, shall be applied so to the Swing Line Loans, second, shall be applied ratably to the outstanding Committed Loans, third, after the occurrence and during the continuance of an Event of Default, shall be used to Cash Collateralize the remaining L/C Obligations; fourth, shall be applied ratably to any other Obligations that each Lender continues are then due and owing, and, fifth, the amount remaining, if any, after the application of prepayments pursuant to have clauses first through fourth above shall be deposited by the Agent in a ratable portion (according to its applicable Pro Rata Share) deposit account of the outstanding LoansBorrowers and may be utilized by the Borrowers in the ordinary course of its business to the extent otherwise permitted hereunder. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Lenders, as applicable, and, to the extent not so applied, shall thereafter be applied to satisfy other Obligations that are then due and owing.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that that, unless otherwise agreed by the Administrative Agent, (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 10:00 a.m. (A) three (3) two Business Days prior to any date of prepayment of BSBY Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 100,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 in excess thereof; and (iviii) 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 or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any BSBY Rate Loan, any additional amounts required pursuant to Section 2.123.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (eb) All prepayments of Loans by If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be applied so that each Lender continues required to have a ratable portion (according Cash Collateralize the L/C Obligations pursuant to its applicable Pro Rata Sharethis Section 2.05(B) unless after the prepayment in full of the outstanding LoansCommitted Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Eurocurrency Loans, and (CB) on the date of prepayment of Base Rate Loans; (ii) any partial prepayment of BSBY Rate Eurocurrency Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iviii) any partial 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. Each Any such notice may state that the prepayment is subject to the consummation of any Debt Offering, Equity Offering or Asset Sale or any other transaction the proceeds of which are intended to fund such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the consummation of any transaction which is specified in such notice as a condition to such prepayment. (b) Within three Business Days after the receipt by the Parent Borrower or any of its Subsidiaries of Net Cash Proceeds after the Closing Date in respect of any Debt Offering, Equity Offering or Asset Sale, the Parent Borrower shall (or shall cause the Subsidiary Borrower to) prepay the Loans in an aggregate amount equal to 100% of such Net Cash Proceeds. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan pursuant to this Section 2.04 shall be without premium or penalty, but shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower 3.05. Each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Loans of the outstanding LoansLenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, applicable Lender at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent Bank of America not later than 11:00 a.m. a.m., Atlanta time, (A) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency LIBOR Loans, and (CB) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate LIBOR Loans shall be in a principal amount of Five Hundred Thousand Dollars ($2,500,000 500,000) or a whole multiple of One Hundred Thousand Dollars ($500,000 in excess thereof; (iii100,000) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iviii) any prepayment of Base Rate Loans shall be in a principal amount of One Hundred Thousand Dollars ($500,000 100,000) or a whole multiple of One Hundred Thousand Dollars ($100,000 100,000) in excess thereof thereof, or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are and whether such prepayment is to be prepaid, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturityRevolving Credit Loan or the Term Loans. Subject to Section 2.15If Borrower specifies the Term Loans, such prepayments shall be paid applied first, to the Lenders Term B Loan, until the same has been repaid in accordance with their respective Pro Rata Shares full; and second, pro rata to the remaining Term Loans, until the same have been repaid in respect of each of the relevant Facilities. (b) full. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) . If at any time no notice is given, prepayments shall be applied first, to the Total Revolving Outstandings exceed Credit Loan; second, to the Aggregate Revolving CommitmentTerm B Loan; and third, pro rata to the Borrower shall immediately prepay an amount equal to such excess. (d) remaining Term Loans. Any prepayment of a BSBY Rate Loan and any Alternative Currency LIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 2.123.4. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans."

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, Eurodollar Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Eurodollar Loans shall be in a principal amount of $2,500,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 100,000 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 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If the Borrower gives a prepayment notice, then the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any notice of prepayment given in connection with a notice of termination of the Committed Loans given by the Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may (subject to compliance by the Borrower with the requirements of Section 3.05) be revoked by the Borrower (by notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Subject to Section 2.16, each such prepayment shall be applied to the principal repayment installments thereof in direct order Committed Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant FacilitiesApplicable Percentages. (b) The Borrower may, upon delivery of a Notice of Loan Prepayment to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCommitments, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid; provided, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by however, that the Borrower shall not be applied so that each Lender continues required to have a ratable portion (according Cash Collateralize the L/C Obligations pursuant to its applicable Pro Rata Sharethis Section 2.05(c) unless after the prepayment in full of the outstanding LoansLoans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower maySubject in the case of any Euro-Dollar Loans to Section 2.14, the Company may (i) upon delivery of a Notice of Loan Prepayment at least one Domestic Business Day’s notice to the Administrative Agent, prepay any Group of Base Rate Loans or (ii) upon at least three Euro-Dollar Business Days’ notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time time, or from time to time voluntarily prepay Loans in whole or in part without premium in amounts aggregating $10,000,000 or penalty (subject any larger multiple of $1,000,000, by paying the principal amount to the last sentence hereof); provided that (i) such notice must be in a form acceptable prepaid together with accrued interest thereon to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall specify the date and amount of such optional prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to prepay ratably the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each Loans of the relevant Facilitiesseveral Lenders included in such Group (or Borrowing). (b) If In the event and on each occasion that, after the Closing Date, any Net Proceeds are received by or on behalf of the Company or any of its Subsidiaries in respect of any Mandatory Prepayment Event, (i) the Company shall, on the date of such receipt, deliver to the Agent a notice thereof setting forth the nature of such Mandatory Prepayment Event and the amount of such Net Proceeds (together with a reasonably detailed calculation thereof) and (ii) within three Domestic Business Days after such Net Proceeds are received, the Company shall prepay Loans in an amount equal to such Net Proceeds (or, the aggregate amount of the Loans then outstanding, if less); provided that if the Company shall in such notice is given by to the Borrower, Agent state that the Borrower shall make Company intends to cause such prepayment and Net Proceeds from a Mandatory Prepayment Event described in clause (b) of the payment amount definition of “Asset Sale” (or a portion thereof specified in such notice notice) to be applied, or committed to be applied, within 90 days after receipt of such Net Proceeds to improve, upgrade or repair the assets subject to such casualty or condemnation event, then the amount of the prepayment required to be made under this Section 2.12(b) on account of such Mandatory Prepayment Event shall be due reduced by the amount of the Net Proceeds specified by the Company in such notice as intended to be so applied; provided that if any such Net Proceeds have not been so applied, or committed to be applied under one or more legally binding agreements, by the end of such 90-day period, or if such Net Proceeds shall have been so committed to be applied by the end of such 90-day period but shall not have been so applied within 135 days after they shall have been received, then, not later than the last day of such 90-day period (or such 135-day period, as the case may be), the Company shall provide to the Agent written notice thereof and payable on the date specified thereinfirst Domestic Business Day following the end of such 90-day (or 135-day) period, the Company shall prepay Loans in an amount equal to such Net Proceeds that have not been so applied (or, the aggregate amount of the Loans then outstanding, if less). (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentUpon receipt of a notice of prepayment pursuant to this Section 2.12, the Borrower Agent shall immediately prepay an amount equal to promptly notify each Lender of the contents thereof and of such excess. Lender’s ratable share (dif any) Any of such prepayment of a BSBY Rate Loan and any Alternative Currency Loan such notice shall not thereafter be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans revocable by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding LoansCompany.

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Revolving Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) U.S. Government Securities Business Days prior to any date of prepayment of BSBY Rate Loans, SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 1,000,000 in excess thereof; and (iviii) unless a Cash Dominion Event has occurred and is continuing, 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaidSOFR Loans, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Lead Borrower, the 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 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 shall be applied to the Committed Revolving Loans of the Revolving Lenders in accordance with their respective Applicable Percentages. (b) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If Subject to Section 2.09(b) and the satisfaction of the Payment Conditions, the Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent and the Term Loan Agent, at any time or from time to time, voluntarily prepay the Term Loan in whole or in part; provided that such notice must be received by the Administrative Agent and the Term Loan Agent not later than 11:00 a.m. three (3) Business Days prior to the date of such prepayment of the Term Loan. Each such notice shall specify the date and amount of such prepayment; provided, further, that the Borrowers shall not be required to satisfy the Payment Conditions in connection with any voluntary prepayment of a quarterly principal payment in respect of the Term Loan pursuant to Section 2.07(c), to the extent such voluntary prepayment is made within seven (7) days prior to the due date for such quarterly principal payment as set forth in Section 2.07(c). The Term Loan Agent will promptly notify each Term Lender of its receipt of each such notice, and of the amount of such Term Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment, together with any fees then due hereunder or under any other Loan Document, and the payment amount specified in such notice shall be due and payable on the date specified therein. Each such prepayment shall be applied to the Term Loan in inverse order of the payments due pursuant to Section 2.07(c). (d) If for any reason the Total Revolving Revolver Outstandings at any time exceed the Aggregate Revolving CommitmentLoan Cap as then in effect, the Borrower Borrowers shall immediately prepay Revolving Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan ; provided, however, that the Borrowers shall not be accompanied by all accrued interest on required to Cash Collateralize the amount prepaid, together with any additional amounts required L/C Obligations pursuant to this Section 2.122.05(d) unless after the prepayment in full of the Revolving Loans the Total Revolver Outstandings exceed the Revolving Loan Cap as then in effect. (e) All prepayments of The Borrower shall prepay the Loans and Cash Collateralize the L/C Obligations with the proceeds and collections received by the Borrower Loan Parties to the extent so required under the provisions of Section 6.13 hereof. (f) The Borrowers shall prepay the Loans and Cash Collateralize the L/C Obligations in an amount equal to the Net Cash Proceeds received by a Loan Party on account of a Prepayment Event, regardless of whether a Cash Dominion Event then exists and is continuing. Prepayments made pursuant to Section 2.05(d), (e) and (f) above, first, shall be applied so that each Lender continues to have a ratable portion (according the Swing Line Loans, second, shall be applied ratably to its applicable Pro Rata Share) the outstanding Committed Revolving Loans, third, shall be used to Cash Collateralize the remaining L/C Obligations, fourth, shall be applied ratably to the outstanding Term Loan in inverse order of the payments due pursuant to Section 2.07(c), and fifth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans, the prepayment in full of all Committed Revolving Loans outstanding Loansat such time, the Cash Collateralization of the remaining L/C Obligations in full, and the prepayment in full of the Term Loan, may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the Revolving Lenders, as applicable.

Prepayments. (a) The Borrower may, upon delivery of notice (which notice shall be in a Notice of Loan Prepayment form acceptable to the Administrative Agent) to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans in whole or in part without premium or penalty (subject to penalty; provided, that, unless otherwise agreed by the last sentence hereof); provided that Administrative Agent: (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. 12:00 p.m. (A) three two (32) Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole 13722710v11 multiple of $500,000 1,000,000 in excess thereof; 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereofthereof then outstanding); 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 of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and date, amount of such prepayment and the Type(s) of Term Loans to be prepaid andprepaid, and if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Term Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) All prepayments of Loans by the Borrower shall be applied so that to the principal repayment installments thereof as directed by the Borrower. Subject to Section 2.15, each Lender continues such prepayment shall be applied to have a ratable portion (according to its applicable Pro Rata Share) the Term Loans of the outstanding LoansLenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) Business Days prior to any date of prepayment of BSBY Eurodollar Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of BSBY Fixed Period Eurodollar Rate Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $500,000 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 $2,500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid; provided that, if BSBY Rate Loans a notice of prepayment of all or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment any part of the outstanding Term Committed Loans pursuant 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 this Section 2.4 shall be applied 3.05, by the Borrower (by notice to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid Administrative Agent on or prior to the Lenders in accordance with their respective 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 Pro Rata Shares in respect Share of each of the relevant Facilities. (b) such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Fixed Period Eurodollar Rate Loan and any Alternative Currency Loan Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.to

Prepayments. (a) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided 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) three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loansprepayment; and (ii) any prepayment of BSBY Rate Revolving Loans shall be in a principal amount of $2,500,000 100,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 10,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) amount of such LoansRevolving Lender's Applicable Revolving Credit Percentage of such prepayment. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the BorrowerCompany, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Each such prepayment shall be applied to the Revolving Loans of Revolving Lenders in accordance with their respective Applicable Revolving Credit Percentages. (b) In addition to the required repayment of principal of the Term Loan set forth in SECTION 2.07(b), the Borrowers may, upon irrevocable notice from the Company to the Administrative Agent (it being agreed that such notice may be conditioned upon the occurrence of a change of control, refinancing, acquisition, disposition or similar event), voluntarily prepay the Term Loan in whole or in part from time to time on any Business Day, without penalty or premium; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. on the date of prepayment, (ii) any prepayment of the Term Loan shall be in a principal amount of $100,000 or a whole multiple of $10,000 in excess thereof (or in the entire remaining principal balance of the Term Loan), and (iii) any such prepayment will be applied among the Term Loan Lenders in accordance with their respective Applicable Term Loan Percentages. Each such notice shall specify the date and amount of such prepayment. A Responsible Officer of the Company shall provide the Administrative Agent written confirmation of each such telephonic notice but failure to provide such confirmation shall not affect the validity of such telephonic notice. The Administrative Agent will promptly notify each Term Loan Lender of its receipt of each such notice, and such Term Loan Lender's pro rata share of such prepayment. If such notice is given by the Company, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. All prepayments of principal under this SECTION 2.05(b) shall be applied to the scheduled installments of the Term Loan in inverse order of maturity. (c) If for any reason the Total Revolving Credit Outstandings at any time the Total Revolving Outstandings exceed the Aggregate Revolving CommitmentCredit Commitments then in effect, the Borrower Borrowers shall immediately prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan ; PROVIDED, HOWEVER, that the Borrowers shall not be accompanied by all accrued interest on required to Cash Collateralize the amount prepaid, together with any additional amounts required L/C Obligations pursuant to this Section 2.12. (e2.05(c) All prepayments of Loans by unless after the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) prepayment in full of the outstanding LoansRevolving Loans the Total Revolving Credit Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Loans the Term Loan in whole or in part without premium or penalty (subject to the last sentence hereof)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) three two (32) Business Days prior to any date of prepayment of BSBY Rate Loans, Term SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate Term SOFR Loans shall be in a principal amount of $2,500,000 5,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Each prepayment The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order amount of maturitysuch Lender’s Applicable Percentage of such prepayment. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If at any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) . Any prepayment of a BSBY Rate Loan and any Alternative Currency Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower 3.05. Subject to Section 2.16, each such prepayment shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) the Loans of the outstanding LoansLenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans or Incremental Term Loans in whole or in part without premium or penalty (subject to the last sentence hereof)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) three (3) U.S. Government Securities Business Days prior to any date of prepayment of BSBY Rate Loans, SOFR Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY Rate SOFR Loans shall be in a principal amount of $2,500,000 2,000,000 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 $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; and (iv) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of clauses (i), (ii), (iii), (iv) and (v)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 of such 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. 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 Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; 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 SOFR Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment (1) of Committed Loans shall be applied to the Committed Loans of the Revolving Lenders in accordance with their respective Pro Rata Shares and (2) of Incremental Term Loans shall be applied to Incremental Term Loans in such Series in accordance with their respective Pro Rata Shares. (b) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY Rate Loans or Alternative Currency Rate Term Loans are to be prepaid, the Interest Period(s) of such Loansprepayment. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the Committed Loans, the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excessCommitments then in effect. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.

Prepayments. (a) The Borrower Borrowers may, upon delivery irrevocable (except in connection with a termination of a Notice of Loan Prepayment Commitments as set forth in Section 2.06 below or as otherwise provided below) notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay CommittedABL Loans in whole or in part without premium or penalty (subject to the last sentence hereof)penalty; provided that 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) three (3) Business Days prior to any date of prepayment of BSBY LIBO Rate Loans, Loans and (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on the date of prepayment of Base Rate Loans; (ii) any prepayment of BSBY LIBO Rate Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in unless a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; Cash Dominion Event has occurred and (iv) is continuing, 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 of clauses (i), (ii), (iii), (iv) and (v)case, if less, the entire principal amount thereof then outstanding, and (iv) such notice delivered by the Lead Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements related to the incurrence of Indebtedness or the consummation of another transaction, in which case such notice may be revoked by the Lead Borrower (by written notice to the Agent on or prior to the specified effective date) if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if BSBY LIBO Rate Loans or Alternative Currency Rate Term Loans are to be prepaidLoans, the Interest Period(s) of such Loans. Each The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the 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 a LIBO Rate Loan shall be accompanied by all accrued interest on the outstanding Term Loans amount prepaid, together with any additional amounts required pursuant to this Section 2.4 3.05. Each such prepayment shall be applied to the principal repayment installments thereof in direct order CommittedABL Loans of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities.Applicable ABL Percentages. - 81- 6245414.1 (b) The Borrowers may, upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below) notice from the Lead Borrower to the Swing Line Lender (with a copy to the 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 Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (ci) If for any reason the Total Outstandings at any time exceed the Loan Cap as then in effect, the Borrowers shall immediately prepay ABL Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the ABL Loans the Total ABL Outstandings exceed the ABL Loan Cap as then in effect. If after giving effect to the payments required in this Section 2.05(c) an excess remains, the Borrowers shall prepay the FILO Loans in the amount of such excess. (ii) If for any reason the Total ABL Outstandings at any time exceed the ABL Loan Cap as then in effect, the Borrowers shall immediately prepay ABL Loans, Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless after the prepayment in full of the ABL Loans the Total ABL Outstandings exceed the ABL Loan Cap as then in effect. (d) If a Cash Dominion Event has occurred and is continuing, all proceeds of Collateral of the Loan Parties will be applied to prepay the Obligations and/or Cash Collateralize the L/C Obligations, provided, that, the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless an Event of Default exists and is continuing. (e) If at any time the Total Revolving Outstandings exceed aggregate outstanding principal amount of the Aggregate Revolving CommitmentLoans is at least $150,000,000 and the unrestricted cash and Cash Equivalents of the Loan Parties exceeds $75,000,000 (or if Excess Availability is greater than twenty-five percent (25%) of the Loan Cap, if the Borrower unrestricted cash and Cash Equivalents of Loans Parties exceeds $100,000,000), then the Borrowers shall immediately prepay an the principal amount of the Loans in the amount equal to such excess. excess (up to the amount of such outstanding Loans). (f) (e) Prepayments made pursuant to Section 2.05(c), (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid(de) above, together with any additional amounts required pursuant to Section 2.12. (e) All prepayments of Loans by the Borrower first, shall be applied so that each Lender continues to have a ratable portion (according the Swing Line Loans, second, shall be applied ratably to its applicable Pro Rata Share) the outstanding CommittedABL Loans, third, to the extent provided therein, shall be used to Cash Collateralize the remaining L/C Obligations; and, fourth, shall be applied ratably to the Outstanding Amount of the FILO Loans, and fifth, the amount remaining, if any, after the prepayment in full of all Swing Line Loans and CommittedABL Loans outstanding Loans.at such time and the Cash Collateralization of the remaining L/C Obligations in full may be retained by the Borrowers for use in the ordinary course of its business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, the funds held as Cash Collateral shall be applied (without any further action by or notice to or from the Borrowers or any other Loan Party) to reimburse the L/C Issuer or the ABL Lenders, as applicable. (g) (f) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder. - 82- 6245414.1

Prepayments. (a) The Borrower Company may, upon delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or and from time to time voluntarily time, prepay Loans the then outstanding Term Loans, in whole or in part part, and shall be required to prepay the Term Loans out of 100% of the Net Cash Proceeds of each Debt Issuance or Equity Issuance, in each case without premium or penalty (subject to the last sentence penalty, except as provided in Section 3.08 hereof); provided that (i) such , upon written notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent (or telephonic notice promptly confirmed in writing) not later than 11:00 a.m. (A) New York, New York time, three (3) Business Days prior to any date of prepayment of BSBY Rate Loans, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (C) on before the date of prepayment with respect to prepayments of Adjusted Libor Loans, or 11:00 a.m. New York, New York time one Business Day before the date of prepayment with respect to Base Rate Loans; (ii) any prepayment of BSBY Rate Loans . Each notice shall be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of the Dollar Equivalent of $2,500,000 or a whole multiple of the Dollar Equivalent of $500,000 in excess thereof; irrevocable 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 of clauses (i), (ii), (iii), (iv) and (v), if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of prepayment and whether such prepayment and the Type(s) is of Adjusted Libor Loans to be prepaid and, if BSBY or Base Rate Loans or Alternative Currency Rate Term Loans are to be prepaida combination thereof, and if a combination thereof, the Interest Period(s) amount of prepayment allocable to each. Upon receipt of such Loansnotice, the Administrative Agent shall promptly notify each Lender thereof. Each prepayment of the outstanding Term Loans pursuant to this Section 2.4 shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities. (b) If such notice is given by the Borrowergiven, the Borrower Company shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. . Each partial prepayment pursuant to this Section 3.03 hereof shall be in a principal amount of (ci) If at $1,000,000 or whole multiples of $500,000 in excess thereof with respect to Adjusted Libor Loans and (ii) $1,000,000 or whole multiples of $500,000 in excess thereof with respect to Base Rate Loans. Each mandatory prepayment shall be effected within 10 Business Days of receipt of any time the Total Revolving Outstandings exceed the Aggregate Revolving Commitment, the Borrower shall immediately prepay an amount equal to such excess. (d) Any prepayment of a BSBY Rate Loan and any Alternative Currency Loan Net Cash Proceeds. All prepayments shall be accompanied by all accrued interest on the principal amount prepaid, together with any additional amounts required pursuant being prepaid to Section 2.12the date of prepayment. (e) All prepayments of Loans by the Borrower shall be applied so that each Lender continues to have a ratable portion (according to its applicable Pro Rata Share) of the outstanding Loans.