Common use of Prepayments Clause in Contracts

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 noon (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate 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; , and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (x) the date and amount of such prepayment and (y) the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender, if Eurodollar Rate Loans are to be prepaidas the case may be, of its receipt of each such notice, and of the Interest Period(s) amount of such LoansLender’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, provided that, any Notice a notice of Loan Prepayment prepayment of all outstanding Loans may be state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, the consummation any incurrence or issuance of a particular Disposition debt or equity or the occurrence of a change of control as specified in such noticeany other transaction, in which case such notice may be revoked revoked, subject to Section 3.05, by the Borrower (by notice to the Lender Administrative Agent on or prior to the specified prepayment effective date) if such condition is not satisfied. Any prepayment of principal Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans in accordance with the Lenders’ Pro Rata Shares. (b) The 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 made by such Swing Line Lender in whole or in part without premium or penalty; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 2:00 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 exceed the Aggregate Commitment 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 Loans, the Total Outstandings exceed the Aggregate Commitment then in effect.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) 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 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.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) 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 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.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) 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, 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 andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.054.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Outstanding Amount of all Loans at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, may at any time or and from time to time voluntarily prepay Revolving Loans Loans, in whole or in part part, without premium or penalty subject penalty, upon irrevocable notice delivered to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not Administrative Agent no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m. (i) a.m., London time), not less than three (3) Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Eurocurrency Loans, and (ii) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid; provided that, if Eurodollar Rate Loans are to be prepaid, a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period(s) of such Loans. If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.13. 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; provided, that, any Notice together with (except in the case of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment dateRevolving Loans that are ABR Loans) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate amount that is an integral multiple of $1,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency) and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). (b) If at any time for any reason the sum of the Dollar Amount of Outstanding Revolving Credit exceeds the Total Revolving Commitments, together the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans in an aggregate principal amount at least equal to the amount of such excess; provided that solely with respect to any additional amounts required pursuant to excess resulting from currency exchange rate fluctuations, this Section 3.052.08(b) shall not apply unless, on the last day of any fiscal quarter of the Borrower, the Dollar Amount of Outstanding Revolving Credit exceeds the Total Revolving Commitments by more than 2.5% as a result of such fluctuations.

Prepayments. The (a) Each Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans Committed Loans, in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. a.m., New York time, (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (iiB) on the one Business Day prior to any date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) and of such LoansLender’s Pro Rata Share of such prepayment. If such notice is given by the a Borrower, the a 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each 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 (other than amounts required pursuant to Section 3.05); 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 a Borrower, a 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 Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time may prepay without premium or from time to time voluntarily prepay Revolving Loans penalty and in whole or in part without premium or penalty subject to Section 3.05; provided that(but, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three (3) Business Days prior notice to any date the Agent or, in the case of prepayment a Borrowing of Eurodollar Base Rate Loans, and notice delivered to the Agent no later than 10:00 a.m. (iiChicago time) on the date of prepayment, such prepayment to be made by the payment of Base Rate the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans; , such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (Bb) any prepayment of Eurodollar Rate Loans be in a If the aggregate principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate outstanding Loans shall be at any time for any reason exceed the Revolving Credit Commitments then in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lesseffect, the entire principal amount thereof then outstanding. Each such Borrower shall, immediately and without notice shall specify or demand, pay the date and amount of such excess to the Agent for the ratable benefit of the Banks as a prepayment and of the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If Immediately upon determining the need to make any such notice is given by the Borrower, prepayment the Borrower shall make notify the Agent of such required prepayment. (c) Each 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by a payment of all accrued and unpaid interest on the amount prepaid, together with any additional amounts required pursuant Loans prepaid and shall be subject to Section 3.052.11.

Prepayments. The Borrower Company may, upon notice from the Company to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (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 and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by the BorrowerCompany, the Borrower Company shall irrevocably 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal 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.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, may at any time or and from time to time voluntarily prepay Revolving Loans Loans, in whole or in part part, without premium or penalty subject (except as specifically provided in the last sentence of this Section 2.08(a)), upon notice delivered to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not Administrative Agent no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m. (i) a.m., London time), not less than three (3) Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Eurocurrency Loans, and (ii) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid; provided that, if Eurodollar Rate Loans are to be prepaid, a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period(s) of such Loans. If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated by such notice are to be made unless the Administrative Agent shall have received written notice revoking such notice of prepayment and on or prior to the payment date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein; provided, thattogether with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency). In the case of each prepayment of Loans pursuant to this Section 2.08(a), the Borrower may in its sole discretion select the Loans (of any Notice Class) to be repaid, and such prepayment shall be paid to the appropriate Lenders in accordance with their respective pro rata share of Loan Prepayment may such Loans. If any Repricing Event occurs prior to the date occurring 12 months after the Incremental Assumption Agreement No.1 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B-1 Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.16(c) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Term B-1 Loans subject to such Repricing Event. Such fees shall be conditioned earned, due and payable upon the effectiveness date of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of such Repricing Event. (b) If at any time for any reason the sum of the Dollar Amount of Outstanding Revolving Credit exceeds the Total Revolving Commitments, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans in an aggregate principal amount at least equal to the amount of such excess; provided that solely with respect to any excess resulting from currency exchange rate fluctuations, this Section 2.08(b) shall not apply unless, on the last day of any fiscal quarter of the Borrower, the Dollar Amount of Outstanding Revolving Credit exceeds the Total Revolving Commitments by more than 2.5% as a change result of control as specified such fluctuations. (c) Beginning on the Term B-1 Effective Date, the Borrower shall apply (1) all Net Proceeds (other than Net Proceeds of the kind described in the following clause (2)) within five (5) Business Days after receipt thereof to prepay Term Loans in accordance with clauses (e) and (f) below; provided that no such noticeprepayment shall be required if, on a pro forma basis after giving effect to such Asset Sale or Recovery Event, the Secured Net Leverage Ratio is less than 1.50 to 1.00 and (2) all Net Proceeds from any issuance or incurrence of Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any Net Proceeds), no later than three (3) Business Days after the date on which such Refinancing Term Loans and/or Replacement Revolving Facility Commitments are incurred, to prepay Term Loans and/or Revolving Commitments in accordance with Section 2.20. (d) Not later than five (5) Business Days after the date on which the annual financial statements are, or are required to be, delivered under Section 5.01(a) with respect to each Excess Cash Flow Period, the Borrower shall calculate Excess Cash Flow for such Excess Cash Flow Period and, if and to the extent the amount of such Excess Cash Flow is greater than $0, the Borrower shall apply an amount to prepay Term Loans equal to (i) the Required Percentage of such Excess Cash Flow minus (ii) the sum of (a) to the extent not financed using the proceeds of funded Indebtedness, the amount of any voluntary payments of Term Loans and amounts used to repurchase outstanding principal of Term Loans during such Excess Cash Flow Period (plus, without duplication of any amounts previously deducted under this clause (ii), the amount of any such voluntary payments and amounts so used to repurchase principal of Term Loans after the end of such Excess Cash Flow Period but before the date of prepayment under this clause (d)) pursuant to Sections 2.08(a) and Section 2.21 (it being understood that the amount of any such payments pursuant to Section 2.21 shall be calculated to equal the amount of cash used to repay principal and not the principal amount deemed prepaid therewith) and (b) to the extent not financed using the proceeds of funded Indebtedness, the amount of any voluntary payments of Revolving Loans to the extent that Revolving Commitments are terminated or reduced pursuant to Section 2.06 by the amount of such payments. Such calculation will be set forth in an Officer’s Certificate delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such Excess Cash Flow Period, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail. (e) Amounts to be applied in connection with prepayments of Term Loans pursuant to this Section 2.08 shall be applied to the prepayment of the Term Loans in accordance with Section 2.15(b) until paid in full. In connection with any mandatory prepayments by the Borrower of the Term Loans pursuant to this Section 2.08, such prepayments shall be applied on a pro rata basis to the then outstanding Term Loans being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurocurrency Loans; provided that with respect to such mandatory prepayment, the amount of such mandatory prepayment shall be applied (i) first to Term Loans that are ABR Loans to the full extent thereof before application to Term Loans that are Eurocurrency Loans in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 2.13 and (ii) on a pro rata basis with respect to each Class of Term Loans except to the extent any Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment provides that the Class of Term Loans incurred thereunder is to receive less than its pro rata share, in which case such notice may prepayment shall be revoked by the Borrower (by notice allocated to such Class of Term Loans as set forth in such Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment and to the Lender other Classes of Term Loans on or prior to the specified prepayment date) if such condition is not satisfieda pro rata basis. Any Each prepayment of principal the Term Loans under this Section 2.08 shall be accompanied by all accrued interest to the date of such prepayment on the amount prepaid, together with . (f) The Borrower shall notify the Administrative Agent in writing of any additional amounts mandatory prepayment of Term Loans required to be made pursuant to Section 3.052.08(c)(1) or 2.08(d) at least four (4) 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 Term Lender of the contents of any such prepayment notice and of such Term Lender’s ratable portion of such prepayment (based on such Lender’s pro rata share of each relevant Class of the Term Loans). Any Term Lender (a “Declining Term Lender,” and any Term Lender which is not a Declining Term Lender, an “Accepting Term Lender”) may elect, by delivering written notice to the Administrative Agent and the Borrower no later than 5:00 p.m. one (1) Business Day after the date of such Term Lender’s receipt of notice from the Administrative Agent regarding such prepayment, that the full amount of any mandatory prepayment otherwise required to be made with respect to the Term Loans held by such Term Lender pursuant to Section 2.08(c)(1) or 2.08(d) not be made (the aggregate amount of such prepayments declined by the Declining Term Lenders, the “Declined Prepayment Amount”). If a Term Lender fails to deliver notice setting forth such rejection of a prepayment to the Administrative Agent within the time frame specified above or such 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. In the event that the Declined Prepayment Amount is greater than $0, the Administrative Agent will promptly notify each Accepting Term Lender of the amount of such Declined Prepayment Amount and of any such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount (based on such Lender’s pro rata share of the Term Loans (excluding the pro rata share of Declining Term Lenders)). Any such Accepting Term Lender may elect, by delivering, no later than 5:00 p.m. one (1) Business Day after the date of such Accepting Term Lender’s receipt of notice from the Administrative Agent regarding such additional prepayment, a written notice, that such Accepting Term Lender’s ratable portion of such Declined Prepayment Amount not be applied to repay such Accepting Term Lender’s Term Loans, in which case the portion of such Declined Prepayment Amount which would otherwise have been applied to such Term Loans of the Declining Term Lenders shall instead be retained by the Borrower. Each Term Lender’s ratable portion of such Declined Prepayment Amount (unless declined by the respective Term Lender as described in the preceding sentence) shall be applied to the respective Term Loans of such Lenders. For the avoidance of doubt, the Borrower may, at its option, apply any amounts retained in accordance with the immediately preceding sentence to prepay loans in accordance with Section 2.08(a). (g) Any prepayment of Term Loans of any Class shall be applied (i) in the case of prepayments made pursuant to Section 2.08(a), to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to Section 2.07 as directed by the Borrower, or as otherwise provided in any Extension Amendment, any Incremental Assumption Amendment or Refinancing Amendment, and (ii) in the case of prepayments made pursuant to Section 2.08(c) or Section 2.08(d), to reduce the subsequent scheduled repayments of the Term Loans of such Class to be made pursuant to this Section in direct order of maturity, or as otherwise provided in any Extension Amendment, any Incremental Assumption Amendment or Refinancing Amendment.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to (other than as set forth in Section 3.05); provided that, unless otherwise agreed by the Lender that (Ai) such notice must be appropriately completed and signed by a Responsible Officer, and received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (iiB) on the one Business Day prior to any date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid prepaid, and the applicable Tranche, and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If , and any such notice may state that it is given conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Tranche 1 Lender of its receipt of each such notice in respect of any Tranche 1 Loans, and of the amount of such Tranche 1 Lender’s Applicable Tranche 1 Loan Percentage of such prepayment and will promptly notify each Tranche 2 Lender of its receipt of each such notice in respect of any Tranche 2 Loans, and of the amount of such Tranche 2 Lender’s Applicable Tranche 2 Loan Percentage of such prepayment. Following such notice 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal 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. Subject to Section 2.17, each such prepayment of Tranche 1 Loans shall be applied to the Tranche 1 Loans of the Tranche 1 Lenders in accordance with their respective Applicable Tranche 1 Loan Percentages and each such prepayment of Tranche 2 Loans shall be applied to the Tranche 2 Loans of the Tranche 2 Lenders in accordance with their respective Applicable Tranche 2 Loan Percentages. Any prepayment of Committed Loans pursuant to this Section 2.05 shall be applied to reduce the subsequent scheduled repayments of Committed Loans of the applicable Tranche to be made pursuant to Section 2.07 as directed in writing by the Borrower or, if no such direction has been provided, in direct order of maturity.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Aa) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (ii) on the date of prepayment of Base Rate Loans; (Bb) any prepayment of 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 (Cc) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities unless such notice is made conditional on a transaction or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such noticefinancing, in which case such notice may be revoked by the obligation of the Borrower to make such prepayment (by notice and to the Lender on or prior pay such payment amount) shall be subject to the specified prepayment date) if such condition is not satisfiedconditions. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.

Prepayments. The (a) Any Borrower may, upon notice from such Borrower to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans the Term Loan in whole or in part without premium or penalty subject to Section 3.05penalty; provided thatprovided, unless otherwise agreed by the Lender in each case, that (Aa) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (i) 1:00 p.m. three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (ii) 11:00 a.m. on the date of prepayment of Base Rate Loans; (Bb) any prepayment of 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 (Cc) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (d) any prepayment of the Term Loan shall be applied ratably to the remaining principal amortization payments thereof. Each such notice shall specify the date and amount of such prepayment prepayment, the Loans to be prepaid, and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The 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. 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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.11, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time time, voluntarily prepay Revolving Loans any Loan in whole or in part without premium or penalty subject in an amount equal to the sum of (a) the principal amount of the Loan being prepaid, (b) the applicable Make-Whole Amount and (c) the amount determined in accordance with Section 3.052.03(c); provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (i) a.m., three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loansprepayment, and (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of at least $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) 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 1,000,000 or, in each case, if less, the entire aggregate principal amount thereof of the Loans then outstanding, (iii) no Default or Event of Default would occur after giving effect to such voluntary prepayment and (iv) the LTV Ratio, immediately after giving effect to such prepayment, would be equal to or less than [***]%. Each such notice shall be irrevocable and shall specify the date and of such prepayment, the amount of such prepayment principal being prepaid and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loansapplicable prepayment amount. If such notice is given by the Borrower, the The Borrower shall make such prepayment (which prepayment may be made, in whole or in part, by the Borrower instructing the Collateral Agent pursuant to Section 3(g) of the Security Agreement to deposit sale proceeds with respect to the Pledged ADS sold for the purpose of making such prepayment on deposit in the Collateral Account into the Agent Account on the Borrower’s behalf) and the payment related prepayment amount specified in such notice shall be due and payable on the date specified therein; provided, that, any Notice . (b) Not later than the close of Loan Prepayment may be conditioned upon business on the effectiveness second Hong Kong Business Day immediately after receipt of other credit facilities or capital raising, notice from the consummation Administrative Agent of a particular Disposition or the occurrence of a change of control as specified in such noticeCollateral Shortfall, in which case such notice may be revoked by the Borrower shall prepay the Loans then outstanding in an amount sufficient to cause the LTV Ratio, immediately after giving effect to such prepayment, to be equal to or less than [***]%. (by notice to the Lender on or prior to the specified c) Each prepayment date) if such condition is not satisfied. Any prepayment of principal pursuant this Section 2.03 shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.04.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by Lender the Administrative Agent not later than 11:00 10:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Committed Loans and (iiB) on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Rate Committed 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 (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Committed 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 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable 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 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 exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving the Loans in whole or in part without premium or penalty subject to (except as set forth in Section 3.057.01); provided that, unless otherwise agreed by the Lender that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by Lender not the Administrative Agent no later than 11:00 a.m. (ix) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and or (iiy) on the date of prepayment of Base Rate Loans; Loans (Bor, in each case, such shorter period of time then agreed to by the Administrative Agent), and (ii) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of not less than $500,000 5,000,000, or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to prepaid. Any prepayment shall be accompanied by all accrued interest on the amount prepaid, the Interest Period(s) of such Loanstogether with any additional amounts required pursuant to Section 7.01. If such notice of prepayment 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, thathowever, that any Notice notice of Loan Prepayment prepayment by the Borrower may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or on the occurrence of a change of control as specified in such noticeany event, in which case such notice may be revoked by the Borrower (by notice delivered to the Lender Administrative Agent on or prior to the specified prepayment datedate of the proposed prepayment) if such condition is not satisfied. Any prepayment Unless the Borrower otherwise directs, prepayments of principal Loans under this Section 2.07 shall be accompanied by all accrued interest on the amount prepaid, together applied first to Borrowings of Base Rate Loans until payment in full thereof with any additional amounts required pursuant balance applied to Section 3.05Borrowings of Eurodollar Rate Loans in the order in which their Interest Periods expire. The Administrative Agent will promptly advise each Lender of any notice of prepayment it receives from the Borrower.

Prepayments. (a) The Borrower Company may, upon written notice or telephonic notice confirmed in writing to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such written or telephonic notice must be received by Lender the Administrative Agent not later than 11:00 9:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar 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; and (Ciii) 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 caseof clause (ii) and (iii) 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 Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender (by telecopy, telex, other electronic means or telephone) 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 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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then the Company shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by Lender the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Committed Loans and (iiB) on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Rate Committed 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 (Ciii) 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, 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 Eurodollar Rate Committed 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 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable 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 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 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 required to Cash Collateralize the L/C Obligations pursuant to this Section 75911819_12

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 noon (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate 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; , and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (x) the date and amount of such prepayment and (y) the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender, if Eurodollar Rate Loans are to be prepaidas the case may be, of its receipt of each such notice, and of the Interest Period(s) amount of such LoansLender’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, provided that, any Notice a notice of Loan Prepayment prepayment of all outstanding Loans may be state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, the consummation any incurrence or issuance of a particular Disposition debt or equity or the occurrence of a change of control as specified in such noticeany other transaction, in which case such notice may be revoked revoked, subject to Section 3.05, by the Borrower (by notice to the Lender Administrative Agent on or prior to the specified prepayment effective date) if such condition is not satisfied. Any prepayment of principal Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans in accordance with the Lenders’ 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 2:00 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 exceed the Aggregate Commitment 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 Loans, the Total Outstandings exceed the Aggregate Commitment then in effect.

Prepayments. (a) The Borrower may, upon notice to shall have the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, right at any time or and from time to time voluntarily to prepay Revolving Loans any Borrowing, in whole or in part part, without premium or penalty subject penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not Administrative Agent no later than 11:00 a.m. (i) in the case of prepayment of any Eurodollar Borrowing, 2:00 p.m. (New York time) not less than three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loanssuch prepayment, and or (ii) on in the date case of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount Borrowing, 11:00 a.m. on the same day of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or 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 LoansLender’s Pro Rata Share of 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 therein; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified designated in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.11(c); provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.17. Each partial prepayment of any Loan shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. (b) If at any time the Credit Exposure of all Lenders exceeds the Senior Revolving Commitment Amount, as reduced pursuant to Section 2.7 or otherwise, the Borrower shall immediately repay Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.17. Each prepayment shall be applied ratably to the Base Rate Loans to the full extent thereof, and then to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Loans, the Senior Revolving Credit Exposure of all Lenders exceeds the Senior Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the LC Exposure. Such account shall be administered in accordance with Section 2.20(g) hereof.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of 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; and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and 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; provided, that, provided that any Notice such notice of Loan Prepayment prepayment may be state that such notice is conditioned upon the effectiveness of other credit facilities or capital raisingthe closing of another transaction, the consummation proceeds of a particular Disposition or the occurrence of a change of control as specified in such noticewhich will be used to prepay any outstanding Committed Loans, in which case such notice prepayment may be revoked by conditional upon the Borrower (by effectiveness of such other credit facilities or the closing of such other transaction. For the avoidance of doubt, any such conditional notice that does not result in a prepayment on the proposed prepayment date set forth in such notice shall be subject to the Lender on or prior to the specified prepayment date) if such condition is not satisfiedprovisions of Section 3.05. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason Availability is at any time less than zero ($0) (including if due to the exclusion of a Borrowing Base Asset pursuant to Section 2.18(b), or if due to a change in the Appraised Value of a Borrowing Base Asset upon any reappraisal required or permitted under the Agreement), the Borrower shall within two Business Days 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(b) unless after the prepayment in full of the Committed Loans, Availability is less than zero ($0).

Prepayments. The Each Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving its Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’s Applicable Percentage 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; provided, that, that any Notice of Loan Prepayment such notice may be state that it is conditioned upon on the effectiveness of other new credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as other specified in such notice, events in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is conditions are not satisfiedsatisfied and such prepayment will not be required but such Borrower shall be obligated to pay amounts due pursuant to Section 3.05(b). Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. In the event that any of the provisions of Sections 2.01 (A) through (D) have been violated and there are Loans outstanding, Alterra Capital shall cause the applicable Borrower(s) to prepay Loans in such amount as is necessary to cure such violation together with any additional amounts due pursuant to Section 3.05(b).

Prepayments. The (a) Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Fixed Rate Loans, Loans and (iiB) on the one (1) Business Day prior to any date of prepayment of Base Floating Rate LoansLoans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by the Administrative Agent in writing; (Bii) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Fixed Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Floating Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the then 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 Loan Prepayment provided that such notice may be state that it is conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfiedother events. Any prepayment of principal 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 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Available Loan Amount, then Borrower shall, within three (3) Business Days, prepay Loans in an aggregate amount equal to such excess; provided that any prepayment hereunder be applied first to any Floating Rate Loans outstanding and then to the Eurodollar Loans outstanding. (c) Upon the occurrence of any Change of Control, the Borrower shall, within five (5) Business Days thereafter, (i) prepay in full the Outstanding Amount of Loans held by each Lender and (ii) pay all fees, expenses and other amounts due to the Administrative Agent and the Lenders hereunder.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Aa) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (ii) on the date of prepayment of Base Rate Loans; (Bb) any prepayment of 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 (Cc) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities unless such notice is made conditional on a transaction or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such noticefinancing, in which case such notice may be revoked by the obligation of the Borrower to make such prepayment (by notice and to the Lender on or prior pay such payment amount) shall be subject to the specified prepayment date) if such condition is not satisfiedconditions. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.

Prepayments. (a) The Borrower may, upon notice to the Lender Administrative Agent pursuant to delivery to the Lender Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three two (32) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar 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; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (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 Eurodollar 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 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. 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. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of that Lender’s Percentage of such Loansprepayment. 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective 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, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. 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 exceed the Overall Commitments then in effect minus the Reserve Amount, 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 2.06(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Overall Commitments then in effect minus the Reserve Amount.

Prepayments. (a) The Borrower may, upon notice irrevocable (except (x) as permitted pursuant to the Lender pursuant to delivery second proviso of this sentence and (y) in connection with a termination of Commitments as set forth in Section 2.06 below) notice from the Borrower to the Lender of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided provided, that, unless otherwise agreed by the Lender (Ai) such notice must be received by Lender the Agent not later than 11:00 a.m. (iA) three two (32) Business Days prior to any date of prepayment of Eurodollar Rate Loans, SOFR Loans and (iiB) on the date of prepayment of Base Rate LoansLoans (or, in each case of subclauses (A) and (B), such shorter time as the Agent may reasonably agree); (Bii) any prepayment of Eurodollar Rate SOFR 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; and (Ciii) 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, if less, the entire principal amount thereof then outstanding; provided, further, that suchany notice of prepayment delivered by the Borrower may state that such notice is conditioned on the funding or consummation of any transaction or transactionsupon the occurrence or non-occurrence of any event specified therein (including, without limitation, any sale or disposition of Collateral or the closing of any other financing transaction) the effectiveness of other credit facilities or other transactions), in which case such notice may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or otherwise conditioned on the occurrence or non-occurrence of such event. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidSOFR Loans, the Interest Period(s) of such Loans. 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; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.06. EachExcept for any prepayments made pursuant to Section 3.07(b), each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. If the Borrower shall fail to specify the Type(s) of Loans to be prepaid, then such prepayment shall be applied first to Base Rate Loans, and then to SOFR Loans. If the Borrower shall fail to specify the Interest Period(s) of the Loans to be prepaid, then such prepayment shall apply in direct order of Interest Payment Dates. (b) Upon irrevocable (except in connection with a termination of Commitments as set forth in Section 2.06 below) notice from the Borrower to the Swing Line Lender (with a copy to the Agent), at any time or from time to time, Borrower shall 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 exceed the Loan 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, 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 (and any such Cash Collateralization shall only be required with respect to such additional amount). (d) At any time that a Cash Dominion Event has occurred and is continuing, 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 2.03 and Section 6.13 hereof. (e) 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 (first to Base Rate Loans and then to SOFR 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 (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 Lenders, as applicable. (f) Prepayments made pursuant to this Section 2.05 shall not reduce the Aggregate Commitments hereunder.

Prepayments. (a) The Borrower Company may, upon written notice or telephonic notice confirmed in writing to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such written or telephonic notice must be received by Lender the Administrative Agent not later than 11:00 9:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar 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; and (Ciii) 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 caseof clause (ii) and (iii) 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 Eurodollar Rate Loans are to be prepaidrepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender (by telecopy, telex, other electronic means or telephone) 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 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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.13, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, then the Company shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The (a) Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with and any prepayments of a Eurodollar Rate Loan shall include any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the lesser of (i) the Aggregate Commitments then in effect, and (ii) the Borrowing Base, then 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 lesser of (i) the Aggregate Commitments then in effect, and (ii) the Borrowing Base.

Prepayments. The Borrower may, upon notice from the Company to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than (x) in the case of prepayment of (1) a Term Benchmark Borrowing, not later than 11:00 a.m. (i) a.m., New York City time, three (3) Business Days prior to any before the date of prepayment or (2) an RFR Borrowing, not later than 11:00 a.m., New York City time, five Business Days before the date of Eurodollar prepayment or (y) in the case of prepayment of a Base Rate LoansBorrowing, and (ii) not later than 11:00 a.m., New York City time, on the date of prepayment of Base Rate Loansprepayment; (Bii) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Term Benchmark Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or RFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Term Benchmark Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a 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 Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time time, voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Aa) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (i) three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans and (ii) on the date of prepayment of Base Rate Loans; (Bb) any prepayment of Eurodollar 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; and (Cc) 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, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Tranche to be prepaid, and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such Loans▇▇▇▇▇▇’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.055.05. Each such prepayment shall be applied to the Loans under the applicable Tranche outstanding at the direction of the Borrower and will be applied to the outstanding Loans under such Tranche of each Lender in accordance with their respective Pro Rata Shares of such Tranche.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Aa) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (ii) on the date of prepayment of Base Rate Loans; , (Bb) any prepayment of Eurodollar Rate Loans shall be in a principal amount of (1) $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; thereof or (2) equal to the entire principal amount thereof then outstanding and (Cc) any prepayment of Base Rate Loans shall be in a principal amount of (1) $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, or (2) equal to 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 andand shall be irrevocable; provided, however, that if Eurodollar Rate Loans are such notice is given in connection with the settlement of any purchase contract forming part of a 5 7/8% Hybrid Income Term Security Unit of the Borrower and such settlement does not occur for reasons other than the failure of the Borrower to be prepaiddeliver shares of its common stock as required by to the terms of such purchase contract, the Interest Period(s) Borrower may revoke such notice. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares.

Prepayments. The Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon same Business Day’s notice to Administrative Agent in the Lender pursuant case of Base Rate Loans and Daily SOFR Loans, and at least three (3) Business Days’ notice to delivery to Administrative Agent in the Lender case of Term SOFR Loans, in the form of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be which Notice of Loan Prepayment shall have been received by Lender not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (iiNew York time) on such applicable date, prepay in whole or in part the date of prepayment of Base Rate Revolving Credit Loans; provided, that (B1) any partial prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans under the foregoing shall be in a principal amount at least equal to One Million Dollars ($1,000,000) and in integral multiples of One Hundred Thousand Dollars ($500,000 or a whole multiple of $100,000 100,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (2) each prepayment under the foregoing shall include, at Administrative Agent’s option, all interest accrued on the amount of principal prepaid to (but excluding) the date of prepayment. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Administrative Agent will promptly notify each Bank of its receipt of each such notice, and of the amount of such Bank’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, thathowever, any Notice of Loan Prepayment prepayment notice may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition any financing or acquisition or similar transaction and, to the occurrence of a change of control as extent such condition is not satisfied by the effective date specified in therein, such notice, in which case such prepayment notice may be revoked by or the Borrower (by notice effective date specified therein may be delayed. Subject to Section 12.20, each such prepayment shall be applied to the Lender on or prior to Loans of the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together Banks in accordance with any additional amounts required pursuant to Section 3.05their respective Pro Rata Shares.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans the Term Loan in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 noon (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Bankers’ Acceptance Advances and (iiB) on the date of prepayment of Base Prime Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans Bankers’ Acceptance Advances 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 (Ciii) any prepayment of Base Prime Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) amount of such LoansLender’s Applicable Percentage of such prepayment. 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; provided, that, any Notice of Loan Prepayment may . Any request to prepay a Bankers’ Acceptance Advance shall require the Borrowers to Cash Collateralize such Bankers’ Acceptance Advances. Each such prepayment shall be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice applied to the Lender on or prior to Commitments of the specified prepayment dateLenders in accordance with their respective Applicable Percentages. (b) if such condition is Any amounts prepaid in accordance with (a) above cannot satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05reborrowed.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities unless such notice is made conditional on a transaction or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such noticefinancing, in which case such notice may be revoked by the obligation of the Borrower to make such prepayment (by notice and to the Lender on or prior pay such payment amount) shall be subject to the specified prepayment date) if such condition is not satisfiedconditions. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The Each Borrower may, upon notice from the Company to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans of any Class (as directed by such Borrower) in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, and (iiB) on the date of prepayment of Base Rate Committed Loans; (Bii) any partial prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars 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 any partial prepayment of Eurocurrency Rate Loans denominated in Euro shall be in a minimum principal amount of €10,000,000 or a whole multiple of €1,000,000 in excess thereof; and (Ciii) any partial 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, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and subject to Section 3.05, any such notice may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). 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, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal 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. Subject to Section 2.14, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Amounts prepaid pursuant to this Section 2.03 may not be reborrowed.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving the Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 5 million or a whole multiple of $500,000 1 million in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid andand which installments are being prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower Company may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (inoon) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans, and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $2,500,000 25,000,000 or a whole multiple of $500,000 5,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate 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 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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or subject to the occurrence of a change of control as any condition(s) specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfiedtherein. Any prepayment of principal a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 noon (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) 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 required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender (a) Each Equipment Note of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans Series ----------- shall be prepaid in whole or in part without premium by the Owner Trustee on a Rent Payment Date (or, in the circumstance provided in the last sentence of Section 10.3 of the Lease, on a Determination Date) upon at least 25 days' prior notice from the Owner Trustee (or penalty subject the Lessee on its behalf) to the Indenture Trustee in the event that the Lease as applicable to any Unit or Units related to such Equipment Note is terminated pursuant to Section 3.05; provided that10 thereof, unless otherwise agreed by at a price equal to the Lender (A) such notice must be received by Lender not later than 11:00 a.m. sum of (i) three as to principal thereof, an amount equal to the product obtained by multiplying the unpaid principal amount of such Equipment Note as at the date of such prepayment (3) Business Days after deducting therefrom the principal installment, if any, due on or prior to any the date of such prepayment) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units of the relevant Basic Group included in the Indenture Estate under the related Indenture Supplement immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such payment (after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment) and (iii) a premium in an amount equal to the Make- Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment. (b) Each Equipment Note of any Series shall be prepaid in whole or in part by the Owner Trustee on a Rent Payment Date upon at least 25 days' prior notice from the Owner Trustee (or the Lessee on its behalf) to the Indenture Trustee in connection with the occurrence of an Event of Loss or the deemed occurrence of an Event of Loss pursuant to Section 9.1 of the Lease with respect to any Unit or Units related to such Equipment Note if such Unit or Units are not replaced pursuant to Section 11.2(i) of the Lease, or in the event Lessee shall be required to settle for 15 or more Units on a Determination Date pursuant to Section 11.2 of the Lease, such prepayment shall be made on such Determination Date, at a price equal to the sum of Eurodollar Rate Loans(i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as at such prepayment date (after deducting therefrom the principal installment, if any, due on such date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units and the denominator of which shall be the aggregate Equipment Cost of all Units of the relevant Basic Group included in the Indenture Estate under the related Indenture Supplement immediately prior to such date, and (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above to but not including the date of prepayment after giving effect to the application of any Basic Rent paid on or prior to the date of such prepayment, but without the payment of any Make-Whole Amount or other premium. (c) Unless Lessee shall have elected pursuant to Section 6.9 of the Participation Agreement or Section 22.1 of the Lease to assume all of the rights and obligations of the Owner Trustee under this Indenture in respect of the Equipment Notes of any Series, each Equipment Note of such Series shall be prepaid in whole or in part by the Owner Trustee on the Determination Date specified by Lessee to Owner Trustee and Indenture Trustee in accordance with Section 6.9 of the Participation Agreement or Section 22.1 of the Lease, as the case may be, in the event that Lessee exercises a purchase option under Section 6.9 of the Participation Agreement or Section 22.1 of the Lease, as the case may be, with respect to any Unit or Units related to such Equipment Note, at a price equal to the sum of (i) as to principal thereof, an amount equal to the product obtained by multiplying the aggregate unpaid principal amount of such Equipment Note as at the date of any prepayment under Section 6.9 of the Participation Agreement or Section 22.1 of the Lease, as the case may be (after deducting therefrom the principal installment, if any, due on the prepayment date) by a fraction, the numerator of which shall be the Equipment Cost of such Unit or Units to be purchased and the denominator of which shall be the aggregate Equipment Cost of all Units of the relevant Basic Group included in the Indenture Estate under the related Indenture Supplement immediately prior to the date of such prepayment, (ii) as to interest, the aggregate amount of interest accrued and unpaid in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such prepayment after giving effect to the application of Base Rate Loans; any Basic Rent paid on or prior to the date of such prepayment, and (Biii) a premium in an amount equal to the aggregate Make-Whole Amount, if any, applicable in respect of the principal amount to be prepaid pursuant to clause (i) above on the date of such payment. (d) On the Refunding Date specified by the Lessee to the Indenture Trustee in accordance with Section 10.2(f) of the Participation Agreement, all Equipment Notes shall be prepaid in whole but not in part on such Refunding Date, in the event of a refunding or refinancing pursuant to Section 10.2 of the Participation Agreement, at a price in addition to any other amounts due to the holders of the Equipment Notes under this Indenture equal to the unpaid principal amount thereof together with accrued but unpaid interest thereon, plus, a premium in an amount equal to the Make-Whole Amount, if any. (e) The Indenture Trustee shall give prompt notice of any prepayment of Eurodollar Rate Loans be in a principal amount any Equipment Notes to all holders of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any the Equipment Notes as soon as the Indenture Trustee shall have knowledge that such prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof oris expected to occur, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are Equipment Note or Notes to be prepaid, the Interest Period(s) principal amount of such Loans. If such notice is given by the Borrower, the Borrower shall make such prepayment Equipment Note or Notes to be prepaid and the payment amount specified in such notice expected date of prepayment which date shall be due and payable on not less than 25 days after the date specified therein; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Prepayments. The At any time after the first anniversary of the Closing Date, the Borrower may, upon notice to shall have the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, right at any time or and from time to time voluntarily to prepay Revolving Loans any Borrowing, in whole or in part part, without premium or penalty subject penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. (iNew York time) not less than three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loanssuch prepayment, and (ii) on in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or 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 LoansLender’s Pro Rata Share of 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 therein; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified designated in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.10(c); provided, together with any additional that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.16. Each partial prepayment of any Loan shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type pursuant to Section 2.3. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. Notwithstanding anything set forth herein to the contrary, the outstanding principal amount of all Loans shall remain outstanding for a period of at least one (1) year from the Borrowing of such Loans.

Prepayments. The (a) Each Borrower may, upon notice from the Company to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; and (Bii) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) 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, 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 Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. 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; providedprovided that such notice, thatif accompanied by a commitment reduction notice in accordance with Section 2.06, any Notice of Loan Prepayment may be state that it is conditioned upon the effectiveness of other credit facilities or capital raisingthe incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a change Change of control as specified in such noticeControl, in which case such notice may be revoked by the Borrower Company (by notice to the Lender Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable 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 (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment 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 lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base then in effect, the Borrowers shall immediately (or within five Business Days of demand therefor in the event the overage was the result of the imposition of reserves by the Administrative Agent) prepay Loans and/or the Company shall Cash Collateralize the L/C — BA Obligations in an aggregate amount equal to such excess; provided, however, that the Company shall not be required to Cash Collateralize the L/C — BA 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 Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to shall have the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, right at any time or and from time to time voluntarily to prepay Revolving Loans any Borrowing, in whole or in part part, without premium or penalty subject penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not Administrative Agent no later than 11:00 a.m. (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Eurodollar Rate Loanssuch prepayment, and (iiiii) in the case of Swingline Borrowings, prior to 11:00 a. m. on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or 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 LoansLender's Pro Rata Share of 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 therein; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified designated in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.12(d); provided, together with any additional ------------ - -------- that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.18. 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. (b) If at any time the Revolving Credit Exposure of all Lenders exceeds the aggregate principal amount of the Revolving Credit Commitments at such time, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.18. Each ------------ prepayment of a Borrowing shall be applied ratably first to the Swingline Loans to the full 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 Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, may at any time or and from time to time voluntarily prepay Revolving Loans Loans, in whole or in part part, without premium or penalty subject penalty, upon notice delivered to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not Administrative Agent no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m. (i) a.m., London time), not less than three (3) Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Eurocurrency Loans, and (ii) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid; provided that, if Eurodollar Rate Loans are to be prepaid, a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period(s) of such Loans. If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated by such notice are to be made unless the Administrative Agent shall have received written notice revoking such notice of prepayment and on or prior to the payment date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein; provided, that, any Notice together with (except in the case of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment dateRevolving Loans that are ABR Loans) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional . Partial prepayments of Revolving Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts required determined by the Administrative Agent in the case of Alternative Currency). In the case of each prepayment of Loans pursuant to this Section 3.052.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be paid the appropriate Lenders in accordance with their respective pro rata share of such Loans. (b) If at any time for any reason the sum of the Dollar Amount of Outstanding Revolving Credit exceeds the Total Revolving Commitments, the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay the Revolving Loans in an aggregate principal amount at least equal to the amount of such excess; provided that solely with respect to any excess resulting from currency exchange rate fluctuations, this Section 2.08(b) shall not apply unless, on the last day of any fiscal quarter of the Borrower, the Dollar Amount of Outstanding Revolving Credit exceeds the Total Revolving Commitments by more than 2.5% as a result of such fluctuations. (c) Beginning on the Closing Date, the Borrower shall apply 100% of all cash proceeds net of all fees (including investment banking fees), commissions, costs and other expenses, from any issuance or incurrence of Refinancing Term Loans and Replacement Revolving Facility Commitments (other than solely by means of extending or renewing then existing Refinancing Term Loans and Replacement Revolving Facility Commitments without resulting in any net proceeds), no later than three (3) Business Days after the date on which such Refinancing Term Loans and/or Replacement Revolving Facility Commitments are incurred, to prepay Term Loans and/or Revolving Commitments in accordance with Section 2.20.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily may prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided that(but, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000 or such greater amount which is an integral multiple of $1,000,000, (ii) if such Borrowing is of Eurodollar Loans, in an amount not less than $5,000,000 or such greater amount which is an integral multiple of $1,000,000, and (iii) in each case, in an amount such that the minimum amount required for a Borrowing pursuant to Section 1.5 hereof remains outstanding) any Borrowing of Eurodollar Loans on the last day of the Interest Period therefor and at any other time upon three (3) Business Days prior notice by the Borrower to any date the Administrative Agent, and in the case of prepayment a Borrowing of Eurodollar Base Rate Loans, and notice delivered by the Borrower to the Administrative Agent no later than 10:00 a.m. (iiChicago time) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lesssuch shorter period of time then agreed to by the Administrative Agent), each such notice to specify the prepayment date, 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 Borrowing or Borrowings to be prepaid and, if Eurodollar Rate Loans are and the principal amount of each Borrowing or portion thereof to be prepaid, the Interest Period(s) ; provided that a notice of such Loans. If such notice is given prepayment delivered by the Borrower, Borrower may state that 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 Loan Prepayment may be conditioned upon contemplated thereby is subject to the effectiveness or funding of other credit facilities or capital raisingfacilities, the consummation completion of a particular Disposition any debt or equity offering or the occurrence completion of a change any other corporate transaction or event that will provide the proceeds for such prepayment or otherwise result in such prepayment being required hereunder. Promptly following receipt of control as specified in any such notice, in which case such notice may the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each prepayment shall be revoked made by the Borrower (by notice payment of the principal amount to be prepaid and accrued interest and fees thereon to the Lender on or prior date fixed for prepayment plus, in the case of any Eurodollar Loans, any amounts due the Lenders under Section 1.12 hereof. Each prepayment of a Borrowing shall be applied ratably to the specified prepayment date) if such condition is not satisfied. Any prepayment Loans included in the prepaid Borrowing and shall be applied to the scheduled payments of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.051.8 in the direct order of maturity.

Prepayments. The (a) Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the lesser of (i) the Aggregate Commitments then in effect, and (ii) the Borrowing Base, Borrower shall within one (1) Business Day 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 lesser of (i) the Aggregate Commitments then in effect, and (ii) the Borrowing Base.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect (including during or as a result of the commencement of any Reduced Commitment Period), the Borrower shall immediately prepay Loans, together with any additional amounts required pursuant to Section 3.05, and/or Cash Collateralize the L/C Obligations in an aggregate amount prepaidequal to such excess; provided, however, that the 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) The Borrower shall from time to time prepay outstanding Loans in accordance with Section 6.13, together with any additional amounts required pursuant to Section 3.05.

Prepayments. The Borrower may, upon notice to the Lender Administrative Agent pursuant to delivery to the Lender Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Term Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three two (32) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar 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; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (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 Term Loans to be prepaid and, if Eurodollar 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 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.the

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time time, voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (Ciii) 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, 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 andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 noon (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate 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; , and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (x) the date and amount of such prepayment and (y) the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice provided that a notice of Loan Prepayment prepayment of all outstanding Loans may be state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, the consummation any incurrence or issuance of a particular Disposition debt or equity or the occurrence of a change of control as specified in such noticeany other transaction, in which case such notice may be revoked revoked, subject to Section 3.05, by the Borrower (by notice to the Lender Administrative Agent on or prior to the specified prepayment effective date) if such condition is not satisfied. Any prepayment of principal Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans in accordance with the Lenders’ Pro Rata Shares. (b) The 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 made by such Swing Line Lender in whole or in part without premium or penalty; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 2:00 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 exceed the Aggregate Commitment 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 Loans, the Total Outstandings exceed the Aggregate Commitment then in effect.

Prepayments. (a) The Borrower Company may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time time, upon irrevocable notice to the Administrative Agent as described below, voluntarily prepay Revolving the Loans in whole or in part without premium part, in an aggregate amount of $5,000,000 or penalty subject any higher integral multiple of $1,000,000. The Company shall deliver a notice of voluntary prepayment in accordance with Section 11.2 to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender the Administrative Agent not later than 11:00 10:30 a.m. (ia) three (3) Business Days prior to any date in the case of prepayment of Eurodollar an Offshore Rate LoansTranche, at least two Business Days in advance of the prepayment date; and (iib) on in the date case of prepayment of a Base Rate Loans; (B) any Tranche, on the prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) 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 ordate. In addition to the information required by subsection 2.2(b), in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the installment of the Loans to which such prepayment is to be applied (and, in the absence of such specification, such prepayment shall be applied to the Loans in the inverse order of the maturity of such installments). Amounts prepaid may not be reborrowed. (b) The Company shall specify, in each notice of voluntary prepayment pursuant to subsection 2.2(a), the date and amount of such prepayment and the Type(sGroups (or portions thereof) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in No such notice shall be due and payable on the date specified therein; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked revocable by the Borrower (by Company. The Administrative Agent will promptly notify each Bank of any notice to the Lender on or prior to the specified of prepayment date) if and of such condition is not satisfiedBank’s Percentage of such prepayment. Any Each prepayment of principal all or any portion of an Offshore Rate Group shall be accompanied by all accrued interest to the date of prepayment on the amount prepaid, together with prepaid and any additional amounts required to be paid pursuant to Section 3.054.4 as a result of such prepayment.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 noon (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender'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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower (on its own behalf or on behalf of the applicable Co-Borrower(s)) or the applicable Co-Borrower may, upon written notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time (A) voluntarily prepay Revolving 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 subject to Section 3.05and (C) voluntarily prepay Term SOFR Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that, unless otherwise agreed by the Lender that (A1) 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 Lender the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (iA) three two (32) Business Days prior to any date of prepayment of Eurodollar any Term SOFR Rate Loans, (B) one (1) Business Day prior to any date of prepayment of any Daily SOFR Rate Loans and (iiC) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a minimum principal amount of $2,500,000 1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate following the date on which any Incremental Term Facility becomes effective pursuant to the terms of this Agreement, whether the Loans are to be prepaidprepaid are Term Loans or Revolving Credit Loans (or any applicable combination thereof) (and in the absence of any designation in such notice as to which Facility to prepay, prepayment amounts shall be applied to Revolving Credit Loans). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the Interest Period(s) amount of such Loans▇▇▇▇▇▇’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loan, any additional amounts required pursuant to Section 3.05. 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. (b) 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 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 required to Cash Collateralize the L/C Obligations pursuant to this Section 2.04(b) unless after the prepayment in full of the Revolving Credit Loans, the Total Revolving Credit Outstandings exceed the Aggregate Revolving Credit Commitments then in effect.

Prepayments. The Borrower Company may, upon notice from the Company to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (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 and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment (based on such Lender’s Pro Rata Share). If such notice is given by the BorrowerCompany, the Borrower Company shall irrevocably 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal 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 Loans pursuant to this Section 2.03 shall be applied to the outstanding principal amount under the relevant Facility as directed by the Company (or, in the absence of specification, ratably between the 2020 Term Loan Facility and the 2021 Term Loan Facility), and subject to Section 2.11, each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares in respect of each of the relevant Facilities.

Prepayments. (a) The Borrower Borrowers may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof1,000,000; and (Ciii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’s Pro Rata Share of such prepayment. 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; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceeds the lesser of the Aggregate Commitments or the Borrowing Base then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of that Lender’s Percentage of such Loansprepayment. 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective 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, 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 Outstanding Amount under the Revolving Commitments at any time exceed the 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 2.06(c) unless after the prepayment in full of the Revolving Loans the Outstanding Amount under the Revolving Commitments exceed the Revolving Commitments then in effect.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Aa) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 noon (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (ii) on the date of prepayment of Base Rate Loans; (Bb) any prepayment of Eurodollar Rate 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; , and (Cc) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (x) the date and amount of such prepayment and (y) the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice provided that a notice of Loan Prepayment prepayment of all outstanding Loans may be state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, the consummation any incurrence or issuance of a particular Disposition debt or equity or the occurrence of a change of control as specified in such noticeany other transaction, in which case such notice may be revoked revoked, subject to Section 3.05, by the Borrower (by notice to the Lender Administrative Agent on or prior to the specified prepayment effective date) if such condition is not satisfied. Any prepayment of principal Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans in accordance with the Lenders’ Pro Rata Shares.

Prepayments. The (a) In addition to the required payments of principal of the Term Loans as set forth in Section 2.08 and any mandatory prepayments of principal of the Term Loans effected under subsection (b) below, Borrower may, upon irrevocable notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay the Term Loans and the Revolving Loans in whole or in part from time to time on any Business Day, without premium penalty or penalty subject to Section 3.05premium; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. a.m., (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; , (Bii) any prepayment of Eurodollar Rate 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; thereof (or in the entire remaining principal balance of the Loans, as applicable), and (Ciii) 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, (or in each case, if less, the entire remaining principal amount thereof then outstandingbalance of the Loans). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are Segment to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, the Interest Period(s) and such Lender’s Applicable Percentage of such Loansprepayment. 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. (b) In addition to the required payments of principal of the Loans set forth in Section 2.08 and any optional payments of principal of the Loans effected under subsection (a) above, Borrower shall make the following required prepayments of the Loans, each such payment to be made to the Administrative Agent for the benefit of the Lenders within the time period specified below: (1) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each sale or transfer of any property or assets of Borrower or any of its Subsidiaries; provided that, notwithstanding the foregoing, up to $1,000,000 in the aggregate of Net Cash Proceeds from any such asset dispositions received in any Fiscal Year by the Loan Parties shall not be required to be applied to the prepayment of the Term Loans on such date to the extent such proceeds are to be reinvested in or otherwise used to replace the property sold; provided further that, if the applicable Loan Party has not completed or entered into a binding agreement to complete such reinvestment or replacement within one hundred eighty (180) days after receipt of such proceeds, the Administrative Agent may apply such proceeds to the Term Loans in accordance with this Section 2.06(b); (2) a prepayment in an amount equal to fifty percent (50%) of the Net Cash Proceeds of each sale or issuance of any Equity Interests by Borrower or any of its Subsidiaries unless issued to Borrower or one of its Subsidiaries; (3) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of any Extraordinary Receipts; provided that, notwithstanding the foregoing, the Net Cash Proceeds from any casualty event or condemnation proceeding shall not be required to be used as a prepayment on such date to the extent such proceeds will be used to replace, restore, repair or rebuild property; provided that, if such Loan Party has not completed or entered into a binding agreement to complete such replacement, restoration, repair or rebuilding within one hundred eighty (180) days after receipt of such Extraordinary Receipts, the Administrative Agent may apply such Extraordinary Receipts to the Obligations in accordance with this Section 2.06(b); and (4) a prepayment in an amount equal to one hundred percent (100%) of any Indebtedness of Borrower incurred after the Closing Date, except for any Indebtedness permitted under Section 7.03. Each prepayment will be made within ten (10) Business Days of the receipt of such proceeds. (c) All prepayments under this Section 2.06 shall be applied by the Administrative Agent in the following order (except as otherwise provided in Section 2.06(a)): First, (i) with respect to such prepayments other than voluntary prepayments of the Revolving Loans, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, on a pro rata basis as to the remaining scheduled payments of the Term Loans (including the payment due on the Term Loan Maturity Date), ratably among the Term Lenders in proportion to the respective amounts described in this clause First held by them, and (ii) with respect to voluntary prepayments of Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause First held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments); Second, to payment of that portion of the Obligations constituting unpaid principal of the Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause Second held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments except in the case of a payment made pursuant to Sections 2.06(b)(1) and (b)(3)); Third, to payment of that portion of the Obligations constituting liabilities, including any termination payments due and payable, under any Related Swap Contract with any Lender or any Affiliate of a Lender party to a Related Swap Contract and as to which the Administrative Agent has received notice of the amounts owed thereunder from the applicable Lender or any Affiliate of a Lender party to a Related Swap Contract, ratably among such Lenders or such Affiliates in proportion to the respective amounts described in this clause Third held by them; and Last, to the payment of any other amounts constituting Obligations, ratably among the Administrative Agent, the Lenders and their Affiliates in proportion to the respective amounts described in this clause held by them. (d) 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 2.06(d) unless after the prepayment in full of the Revolving Loans the Total Revolving Loan Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentBorrower, at any time or and from time to time voluntarily time, may prepay Revolving Loans the outstanding aggregate principal amount of any part of the Credit Facility in whole or in part without premium or penalty subject part, with accrued interest on the principal amount prepaid to Section 3.05; provided the date of such prepayment, provided, however, that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. : (i) three a prepayment may only be made if the Borrower has given to the Bank written notice of at least thirty (330) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (ii) on the date of prepayment stating the proposed date of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are amount to be prepaid, ; and (ii) in addition to the Interest Period(s) of such Loans. If such notice is given by the Borrowerprincipal prepayment and accrued interest, the Borrower shall pay: A. the Interest Differential, if applicable, on the Bank’s Base Rate, plus; B. an amount equal to the present value of Additional Interest, by way of the interest rate variance, and the monthly management fees to which the Bank would have been entitled to receive had the Loan continued to the Maturity Date, plus; C. any bonus, if applicable, up until the original or amended Maturity Date of the Loan, whichever is later, plus; D. any amount required in accordance with Schedule A of the Offer of Finance, if any, plus; E. any unpaid Additional Interest; (b) Amounts prepaid may not be reborrowed; and, (c) If for any reason the Borrower, after having given a notice of prepayment, fails to make such prepayment and the payment amount specified in or fails to make such notice shall be due and payable prepayment on the date specified therein; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raisingspecified, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice shall pay to the Lender on Bank such amount as the Bank may certify (such certification to be conclusive in the absence of manifest error) as is necessary to compensate the Bank for any cost or prior to the specified prepayment date) if expense resulting from or in connection with such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05failure.

Prepayments. (a) The Borrower Company may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (inoon) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $2,500,000 25,000,000 or a whole multiple of $500,000 5,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar 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 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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or subject to the occurrence of a change of control as any condition(s) specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfiedtherein. Any prepayment of principal a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. 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. (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 (A) such notice must be in a form reasonably acceptable to the Swing Line Lender and be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment 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 Aggregate Commitments at such time, the Company shall immediately prepay Committed Loans, Swing Line Loans and 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.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; Loans and (Bii) any prepayment of 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If 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. Unless Borrower revokes such notice is given by at least one (1) Business Day prior to the Borrowerspecified prepayment date, 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount at any time exceeds the Maximum Availability then in effect, the Borrower shall within three (3) Business Days after notice from the Administrative Agent prepay Loans in an aggregate amount equal to such excess.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Term Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender Agent not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and any Term Loan; (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate 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 1,000,000) in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of One Million Dollars ($500,000 1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($100,000 500,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Agent will promptly notify each Lender of its receipt of each such notice, and 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; provided, that, provided that any Notice notice which contemplates prepayment in full of Loan Prepayment the Term Loans may be state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such noticefacilities, in which case such notice may be revoked by the Borrower (by notice to the Lender Agent on or prior to the specified prepayment effective date) if such condition is not satisfied; provided further that (i) Borrower shall make any payments required to be made pursuant to Section 3.05 and (ii) Borrower shall not seek to revoke more than one (1) such notice during the term of this Agreement. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Term Loans of Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrowers shall have no right to prepay any principal amount of any Revolving Loan or Swing Loan other than as provided in subsection (b) below. (b) Each Borrower may, (i) upon at least the number of Business Days’ prior notice specified in the first sentence of Section 3.01(a) with respect to any Revolving Loan of the same Type, or (ii) upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not no later than 11:00 a.m. A.M. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (iiNew York City time) on the date of prepayment of Base Rate Loansany Swing Loan, in either case given to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given, such Borrower shall, prepay the outstanding principal amounts of the Loans made to such Borrower comprising part of the same Revolving Loan Borrowing or Swing Loan Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (Bx) each partial prepayment (other than any prepayment of Eurodollar Rate Loans any Swing Loan) shall be in a an aggregate principal amount of not less than $2,500,000 10,000,000 or a whole an integral multiple of $500,000 1,000,000 in excess thereof; thereof (or the Foreign Currency Equivalent of such respective amounts) and (Cy) if any prepayment of Base any Eurocurrency Rate Loans shall be in made on a principal amount date which is not the last day of $500,000 an Interest Period for such Loans (or on a whole multiple of $100,000 in excess thereof or, in each case, if less, date which is not the entire principal amount thereof then outstanding. Each such notice shall specify the maturity date and amount of such prepayment and the Type(sSwing Loans), such Borrower shall also pay any amounts owing to each Lender pursuant to Section 9.04(c) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) so long as such Lender makes written demand upon such Borrower therefor (with a copy of such Loans. If demand to the Administrative Agent) within 20 Business Days after 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or prepayment. (c) Upon the occurrence of a change Change of control Control, if so requested in writing by the Required Lenders through the Administrative Agent within sixty (60) days after the Company notifies the Administrative Agent of the occurrence of such Change of Control, (i) the Company shall, on a day not later than five Business Days after the date of such request, prepay and/or cause to be prepaid the full principal of and interest on the Loans and the Notes and all other amounts whatsoever payable under this Agreement (including without limitation amounts payable under Section 9.04(c) as specified a result of such prepayment) and (ii) the Commitments shall, on the date of such request, forthwith terminate. (d) If (i) the obligations of the Company under Article X with respect to any outstanding Guaranteed Obligations owing by any Designated Borrower (herein, the “Affected Borrower”) shall for any reason (x) be terminated, (y) cease to be in full force and effect or (z) not be the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, and (ii) such condition continues unremedied for 15 days after written notice thereof shall have been given to the Company by the Administrative Agent or any Lender, then the Affected Borrower shall, no later than the 15th day after the date of such notice, in which case such notice may prepay (and the Company shall cause to be revoked by prepaid) the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment full principal of principal shall be accompanied by all accrued and interest on the amount prepaidLoans owing by, together with any additional and the Notes payable by, such Affected Borrower and all other amounts required pursuant to whatsoever payable hereunder by such Affected Borrower (including, without limitation, all amounts payable under Section 3.05.9.04(c) as a result of such prepayment). CREDIT AGREEMENT

Prepayments. (a) The Borrower may, may upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time time, voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (A) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (ix) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiy) on the date of prepayment of Base Rate Loans; , (B) any prepayment of 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if and of the amount of such Lender's Applicable Percentage of such prepayment. 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. 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 such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages; provided that, in each case first to Base Rate Loans and then to Eurodollar Rate Loans are specified in such notice in direct order of Interest Period maturities. (b) The Borrower may upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (a) such notice must be prepaidreceived by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (b) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the Interest Period(s) date and amount of such Loansprepayment. 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 exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess for so long as such condition shall exist; provided, thathowever, any Notice that subject to the provisions of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raisingSection 2.03(g)(ii), the consummation of a particular Disposition or Borrower shall not be required to Cash Collateralize the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required L/C Obligations pursuant to this Section 3.052.05(c) unless, after the prepayment in full of the Loans and Swing Line Loans, the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. The (a) A Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily voluntarily, prepay Revolving its Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 10:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Such Borrower shall irrevocably 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the applicable Borrower shall be liable for and shall immediately prepay its Loans in an aggregate amount equal to such excess.

Prepayments. The Borrower mayPrepayments of the Loans shall be (or in the case of Section 3.01(b)(i), upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepaymentmay be, at any time or from the option of the Borrower), made as set forth below: (i) From time to time voluntarily prepay Revolving Loans on any Business Day, the Borrower may make a voluntary prepayment, in whole or in part without premium or penalty subject to (other than as set forth in Section 3.053.01(c) or Section 4.03), of the outstanding principal amount of the Loans; provided that, unless otherwise agreed by the Lender that (A) any prepayment of Loans is to be applied pro rata among the outstanding Loans so prepaid of all Lenders that have made such Loans, (B) all such voluntary prepayments shall require at least one Business Day’s prior written notice must to the Administrative Agent before 1:00 p.m. (New York time) in the form of Exhibit C and (C) all such voluntary partial prepayments of any Loans shall be received in an aggregate minimum amount of $5,000,000 and integral multiples of $100,000 (or such lesser amount as shall permit the repayment in full of such Loan). (ii) If the ▇▇▇▇▇▇▇ ▇▇▇ is denied, rejected or disapproved by Lender not later than 11:00 a.m. the SLC (an “LLA Denial”), the Borrower shall, on or before the 90th calendar day following the Borrower’s receipt of written notice from the SLC of such LLA Denial, prepay 100% of the outstanding principal amount of the Loans unless the LLA Denial has been overturned before such date by the SLC or a court or other Governmental Authority of competent jurisdiction. (iii) If, on or prior to April 2, 2017, (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, the LLA Approval Date has not yet occurred and (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the BorrowerInitial Purchaser Majority Termination Date has not yet occurred, the Borrower shall make no later than 5:00pm on such prepayment date, prepay the Loans, together with all accrued and the payment amount specified in such notice shall be due and payable on the date specified thereinunpaid interest thereon; provided, however, that, any Notice subject to Section 3.01(a), to the extent clause (b) of Loan Prepayment may be conditioned upon the effectiveness second proviso in the definition of other credit facilities “Credit Agreement” in the First Lien Indenture is amended, modified or capital raisingwaived in accordance with the terms thereof, and the corresponding provision in the Second Lien Indenture is so amended, modified or waived in accordance with the terms thereof, in each case so as to change the date on which Indebtedness incurred hereunder is permitted to remain outstanding under each of the First Lien Indenture or Second Lien Indenture, as applicable, the consummation Administrative Agent and the Lenders shall be deemed to have so amended, modified and waived the mandatory prepayment set forth in this Section 3.01(b)(iii) solely to the same extent as such amendment, modification or waiver pursuant to the First Lien Indenture and Second Lien Indenture; provided further, that this Section 3.01(b)(iii) shall not be applicable if the Loan Parties’ obligations under each of a particular Disposition the First Lien Indenture and the Second Lien Indenture have been discharged in accordance with the terms thereof or the occurrence Loan Parties’ obligations under each of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice First Lien Indenture and the Second Lien Indenture have been deemed to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required have been discharged pursuant to Section 3.058.02 thereof.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Term Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender Agent not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and any Term Loan; (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate 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 1,000,000) in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of One Million Dollars ($500,000 1,000,000) or a whole multiple of Five Hundred Thousand Dollars ($100,000 500,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Agent will promptly notify each Lender of its receipt of each such notice, and 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; provided, that, provided that any Notice notice which contemplates prepayment in full of Loan Prepayment the Term Loans may be state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such noticefacilities, in which case such notice may be revoked by the Borrower (by notice to the Lender Agent on or prior to the specified prepayment effective date) if such condition is not satisfied; provided further that (i) Borrower shall make any payments required to be made pursuant to Section 3.05 and (ii) Borrower shall not seek to revoke more than one (1) such notice during the term of this Agreement. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the remaining Term Reduction Installments on a pro rata basis in accordance with Section 2.09.

Prepayments. The (a) Each Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans, (B) three Business Days prior to any date of prepayment of Alternative Currency Loans and (iiC) on the date of prepayment of Base Rate Committed Loans; , (Bii) any prepayment of Eurodollar Rate Term SOFR Loans or Alternative Currency 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; thereof (or, if such prepayment is in an Alternative Currency, an approximately equivalent amount in the relevant currency, as agreed by the Company and Administrative Agent) and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Term SOFR Loans or Euro Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Company (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 Lender’s Applicable Percentage 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; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a 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 2.14, each such prepayment shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Applicable 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 (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 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 Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrowers shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. Shortfin Credit Agreement [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Aa) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (ii) on the date of prepayment of Base Rate Loans; and (Bb) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans either Type 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, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans 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 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, . (b) Upon receipt of any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raisingEquity Contributions under Section 6.17, the consummation Borrower shall cause the proceeds of such Equity Contributions to be applied as a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of outstanding principal of the Loans in an amount not less than the amount of applicable Correction Payment. (c) Any prepayments of Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05, as applicable.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily time, upon not less than one Business Day's irrevocable notice to the Agent, ratably prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided thatpart, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal minimum amount of $2,500,000 5,000,000 or a whole any higher integral multiple of $500,000 in excess thereof; and (C) any 1,000,000. Such notice of prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are Advances to be prepaid, the Interest Period(s) of such Loans. 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 Loan Prepayment may be conditioned upon . (b) Concurrently with the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked receipt by the Borrower of any Net Cash Proceeds, the Borrower shall make a prepayment of the Loans in an amount (the "Proceeds Application Amount") equal to the remainder (rounded down, if necessary, to an integral multiple of $1,000,000) of (i) all Net Cash Proceeds received since the date hereof minus (ii) the sum of (x) the aggregate amount of such Net Cash Proceeds previously applied to prepay Loans pursuant to this Section 2.6(b) plus (y) the aggregate amount of Net Cash Proceeds previously applied to reduce the Aggregate Commitment pursuant to Section 2.5(c) (and, if all outstanding Loans have been paid in full, the remainder of the Proceeds Application Amount shall be applied in accordance with Section 2.5(c)); provided that, unless an Event of Default has occurred and is continuing, if and to the extent that any prepayment required by the foregoing would result in an obligation of the Borrower to pay any amount pursuant to Section 3.4, the Borrower may, upon notice to the Lender Agent, deposit the amount of such required prepayment in an escrow account on or prior terms satisfactory to the specified prepayment date) if such condition is not satisfied. Any Agent to be applied to the prepayment of principal the Loans on the last day of each Interest Period ending thereafter until such prepayment has been made in full (or on such earlier date as the Loans become payable in accordance with the terms hereof). (c) The Agent will promptly notify each Bank (i) of its receipt of any notice of prepayment pursuant to clause (a) above and (ii) upon receipt of notice of any mandatory prepayment pursuant to clause (b) above. All prepayments shall be accompanied by all applied ratably to the Loans of the Banks in accordance with their respective Pro Rata Shares and to such Advances as the Borrower shall specify. Concurrently with any prepayment, the Borrower shall pay accrued interest on the amount prepaid, together with any additional prepaid and all amounts required pursuant to Section 3.053.4. (d) The Borrower shall have no right to reborrow any portion of a Loan which has been prepaid.

Prepayments. The (a) Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAgent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender Agent not later than 11:00 a.m. 1:00 p.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $2,500,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of at least $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the Outstanding Amount at any time exceeds the Aggregate Commitments then in effect, Borrower shall immediately prepay Loans in an aggregate amount equal to such excess. If for any reason the Outstanding Amount at any time exceeds the Borrowing Base (an “Over Advance”) then in effect, Borrower shall either: (i) immediately prepay Loans in an aggregate amount equal to such Over Advance or (ii) cure such Over Advance by pledging additional Collateral in accordance with Section 6.15(b) within five Business Days. (c) Upon the occurrence of a Change of Control, Borrower shall, on the date of occurrence of such Change of Control, immediately repay all Loans, together with all accrued but unpaid interest thereon, and all other obligations of the Borrower hereunder, in full, and all Commitments shall be terminated in their entirety on the date of occurrence of such Change of Control.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 10:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $500,000 250,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and 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; provided, that, any Notice provided that a notice of Loan Prepayment prepayment may be state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, the consummation receipt of a particular Disposition the proceeds from the issuance of other Indebtedness or the occurrence of a change of control as specified in such noticesome other event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Lender Administrative Agent on or prior to the specified prepayment datedate of prepayment) if such event does not occur or such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with prepaid and shall be subject to any additional amounts required pursuant applicable requirements of Section 3.05. Subject to Section 3.052.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. Each prepayment of Converted Term Loans shall be applied to the remaining scheduled installments in direct order of maturity.

Prepayments. (a) The Borrower Co-Issuers may, upon notice to at their option, prepay the Lender pursuant to delivery to the Lender Notes of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans Series in whole or in part without premium part, either in connection with the sale, assignment or penalty subject other disposition of Collateral pursuant to Section 3.057.29 or without disposing of Collateral, on any date; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. that (i) three the Co-Issuers shall have provided at least five (35) Business Days prior Days’ notice of such prepayment to any date of prepayment of Eurodollar Rate Loans, the Indenture Trustee (who shall forward such notice to the Noteholders) and (ii) such prepayment is accompanied by all accrued and unpaid interest on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify Notes being prepaid through the date and amount of such prepayment and any applicable Prepayment Consideration if such prepayment occurs prior to the Type(s) ARD Prepayment Date with respect to such Series; provided that payment of Loans any Prepayment Consideration shall be subject to be prepaid and, if Eurodollar Rate Loans are to be prepaidSection 2.09(d). On the date of any prepayment in connection with which Prepayment Consideration is payable, the Interest Period(s) Indenture Trustee or the Paying Agent, at the direction of the Manager, shall pay such LoansPrepayment Consideration received in respect of any Class or Series of Notes to the Holders of the corresponding Class or Series of Notes pro rata based on the amount prepaid on each such Note. If such notice is given by Such prepayment shall be subject in all respects to the Borrower, applicable requirements of the Borrower shall make such Depositary in connection with any prepayment and the payment Indenture Trustee shall have no responsibility or liability for the failure or delay of any such prepayments due to lack of compliance (other than, subject to timely receipt of any information or documents required for its compliance, by the Indenture Trustee or the Paying Agent) with the applicable requirements of or any other policies and procedures of the Depositary or any other act or omission of the Depositary. (b) In connection with each sale, assignment, transfer or other disposition of one or more Portfolio Company Equity Interests or Managed Fund LP Interests (or the Equity Interests of any Asset Entity that holds only Portfolio Company Equity Interests or Managed Fund LP Interests) pursuant to Section 7.29, the Co-Issuers shall prepay the Notes in an amount specified such that the pro forma Class A LTV immediately following such disposition and such prepayment is less than or equal to thirty-five percent (35%). With respect to any such prepayment in such notice connection with a disposition of Collateral, the Co-Issuers shall first repay the principal amount of any Class A-1 Notes on a pro rata basis, and then shall repay the principal of any Term Notes in alphabetical order, starting with the Class A-2 Notes, on a pro rata basis. (c) Optional partial prepayments made in conformity with the provisions of this Section 2.09 shall be due applied to the Classes of all Notes of all Series in direct order of alphabetical designation (and payable on amounts so allocated to the date specified thereinClass A Notes shall be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority); provided, that, any Notice of Loan Prepayment provided that (x) optional prepayments may be conditioned upon directed by the effectiveness of other credit facilities or capital raising, the consummation Co-Issuers to be applied to Notes of a particular Disposition Series in direct order of alphabetical designation (and amounts so allocated to the Class A Notes shall be further allocated among the numerical Classes of Class A Notes in accordance with the Applicable Class A Payment Priority) and (y) optional prepayments of the Class A Notes which do not prepay the Class A Notes in full, may be directed at the discretion of the Co-Issuers either to the Class A-1 Notes or the Class A-2 Notes. (d) Except as provided in the Series Indenture Supplement with respect to a Series of Notes, Prepayment Consideration shall not be payable in connection with (i) any prepayments of any Variable Funding Notes, (ii) other than in connection with a disposition of any Collateral, any prepayment of any Series of Notes after the applicable Anticipated Repayment Date, (iii) any optional prepayments made with funds on deposit in the Cash Trap Reserve Account, (iv) prepayments during an Amortization Period or after the occurrence and during the continuance of an Event of Default, (v) the payment of any Class A LTV Sweep Amount or a change of control as specified mandatory prepayment made during an Expense Cash Flow Sweep Period or (vi) any prepayment made with funds on deposit in such notice, the Escrow Account. Any Prepayment Consideration due shall be paid in which case such notice may be revoked by accordance with the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition priorities set forth in Section 5.01(a). Prepayment Consideration that is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required paid when due if funds are not available to make such payment pursuant to Section 3.055.01(a) shall not bear interest.

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily voluntarily, prepay Revolving its Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 10:30 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility to be prepaid and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the 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; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower mayBorrowers shall be entitled to prepay Prime Rate Advances in whole or in part, at any time, without premium or penalty, upon notice to the Lender pursuant to delivery Agent no later than 10:00 a.m. (Eastern Time) at least one Business Day prior to the Lender proposed date of a the prepayment, each notice stating the proposed date, Advances to be prepaid, and aggregate principal amount of the prepayment in the form of the Notice of Loan PrepaymentPrepayment attached hereto as Exhibit "D". (b) The Borrowers shall be entitled to pay LIBOR Rate Advances only on the last days of the applicable Interest Periods, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject penalty, upon notice to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not Agent no later than 11:00 10:00 a.m. (iEastern Time) at least three (3) Business Days prior to any the proposed date of the prepayment, each notice stating the proposed date, Advances to be paid, and aggregate principal amount of the payment in the form of the Notice of Prepayment attached hereto as Exhibit "D". (c) Any prepayment of Eurodollar Prime Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans Advances shall be in a the aggregate principal amount of $2,500,000 100,000.00 or a whole an integral multiple thereof, and any payment of $500,000 in excess thereof; and (C) any prepayment of Base LIBOR Rate Loans Advances shall be in a principal the full amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(sLIBOR Rate Advances so paid. (d) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on On or prior to the specified prepayment date) if such condition is not satisfied. Any Revolving Credit Maturity Date, any prepayment of principal any Advances (whether optional or required, but not including any payment after default or acceleration) shall be accompanied applied first to principal and then to interest and lawful charges, unless otherwise specified by all accrued interest on the amount Borrowers. In the event of a prepayment after default or acceleration, any prepayment of any Advances shall be applied as provided in Section 2.13(i) hereof. The Borrowers shall, at the time of making prepayments of Advances, specify to the Agent (which shall so notify the Banks) of the Advances to be prepaid. (e) Notwithstanding the provisions of Subsection 2.15(b) hereof, together with any additional amounts required pursuant to Section 3.05Bid Rate Loans may not be prepaid.

Prepayments. (a) (i) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, may at any time or and from time to time voluntarily prepay Revolving Loans Loans, in whole or in part part, without premium or penalty subject (except as specifically provided in the proviso of this sentence and, upon notice delivered to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not Administrative Agent no later than 11:00 a.m. (i) 12:00 noon, New York City time, not less than three (3) Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans, and (ii) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid; provided that, if a Eurodollar Rate Loans are to be prepaid, Loan is prepaid on any day other than the last day of the Interest Period(s) of such Loans. If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated by such notice are to be made unless the Administrative Agent shall have received written notice revoking such notice of prepayment and on or prior to the payment date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all together with accrued interest to such date on the amount prepaid, together with any additional amounts required . Partial prepayments of Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. In the case of each prepayment of Loans pursuant to this Section 3.052.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be paid to the appropriate Lenders in accordance with their respective pro rata share of such Loans.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar 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; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (b) If for any reason the principal balance of the Loans at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans in an aggregate amount equal to such excess.

Prepayments. The Borrower mayOn or after the Phase One Completion Date, the Company may upon notice to (a) in the Lender pursuant to delivery to case of the Lender of a Notice of Loan PrepaymentEurodollar Loans or Eurodollar Advances, at any time least (2) Business Days' notice and (b) in the case of Base Rate Loans or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided thatBase Rate Advances, unless otherwise agreed by the Lender (A) such telephonic notice must be received by Lender not later than 11:00 a.m. 12:00 noon (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (iiNew York City time) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a prepayment, to the Agent which specifies the proposed date and aggregate principal amount of the prepayment and the Type of Loans or Certificate Advances to be prepaid, and if such notice is given the Company, as agent for the Trustee, shall prepay the outstanding principal amounts of the Loans comprising the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the amount prepaid or the outstanding principal amounts of the Certificate Advances in whole or in part, together with accrued yield to the date of such prepayment on the amount prepaid; provided, however, that (i) each partial prepayment of Loans shall be in an aggregate principal amount not less than $2,500,000 3,000,000 or a whole an integral multiple of $500,000 in excess thereof; , and (Cii) in the event of any such prepayment of any Eurodollar Loan or Eurodollar Advance on any day other than the last day of the Eurodollar Period for such Eurodollar Loan or Eurodollar Advance, the Company, as agent for the Trustee, shall be obligated to reimburse the Note Holders and/or Certificate Holders (as applicable) in respect thereof pursuant to, and to the extent required by, Section 5.07; provided, further, however, that the Company will use its best efforts to give notice to the Agent of the proposed prepayment of Base Rate Loans or Base Rate Advances on the Business Day prior to the date of such proposed prepayment Any prepayment pursuant to this Section 3.02 shall be allocated among the Loans and Certificate Advances to achieve or maintain consistency with the ratio set forth in a principal Section 2.02(c); or if, after giving effect to such prepayment, it is not possible to achieve or maintain such ratio, the such prepayment will be allocated among the Loans and Certificate Advances in the manner which most closely approximates such ratio. In no event shall any prepayment be allowed which results in the Certificate Advances being less than 3% of the aggregate amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof all Loans and Certificate Advances then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice The Original Section 3.02 shall be due amended, restated, superseded and payable on replaced with the date specified therein; providedfollowing amended text of Section 3.02 of the Participation Agreement, that, any Notice of Loan Prepayment may be conditioned effective upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or all of the occurrence of a change of control as specified assignments described in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.paragraph 1 above:

Prepayments. The Borrower may, upon notice to (a) MBIA shall have the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, right at any time or time, ----------- ----------- and from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05; provided thattime, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. (i) upon at least three (3) Business Days prior notice to any date of prepayment of Eurodollar Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) 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 orAdministrative Agent to prepay, in each casewhole or in part, if less, Loans at the entire principal amount thereof then time outstanding. Each Any such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are and the date of prepayment. The Administrative Agent shall promptly notify the Banks of the contents of each such notice. Amounts to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the Borrower, the Borrower prepaid pursuant to this paragraph shall make such prepayment and the payment amount specified in such notice shall irrevocably be due and payable on the date specified therein; provided, that, any Notice in the applicable notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfiedprepayment. Any prepayment of principal shall be accompanied by all accrued interest Interest on the amount prepaid, together with any additional amounts required accrued to the prepayment date, shall be paid on such date. Each partial prepayment of Loans made pursuant to this paragraph shall be in a principal amount of at least $1,000,000. (b) MBIA shall make mandatory prepayments of the principal amount of Loans outstanding on any date on which amounts on deposit or required to be on deposit in the Escrow Account in accordance with Section 3.058 of the Security Agreement as of such date exceed the sum of (i) the aggregate amount of accrued and unpaid interest on the Loans, plus (ii) interest which will accrue on the Loans remaining outstanding after giving effect to such prepayment from the prepayment date to but excluding the next scheduled interest payment date, in the amount of such excess. Interest on the amount prepaid, accrued to the prepayment date, shall be paid on such date. (c) Amounts prepaid or repaid in respect of Loans may not be reborrowed.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time may prepay without premium or from time to time voluntarily prepay Revolving Loans penalty and in whole or in part without premium or penalty subject to Section 3.05; provided that(but, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000, (ii) if such Borrowing is of Eurocurrency Loans in an amount not less than $1,000,000, and (iii) in an amount such that the minimum amount required for a Borrowing pursuant to Section 2.4 hereof remains outstanding) any Borrowing of Eurocurrency Loans upon three (3) Business Days prior notice to any date the Administrative Agent or, in the case of prepayment a Borrowing of Eurodollar Base Rate Loans, and notice delivered to the Administrative Agent no later than 10:00 a.m. (iiChicago time) on the date of prepayment, such prepayment to be made by the payment of Base Rate the principal amount to be prepaid and accrued interest thereon to the date fixed for prepayment. In the case of Eurocurrency Loans; , such prepayment may only be made on the last day of the Interest Period then applicable to such Loans. The Administrative Agent will promptly advise each Bank of any such prepayment notice it receives from the Borrower. Any amount paid or prepaid before the Termination Date may, subject to the terms and conditions of this Agreement, be borrowed, repaid and borrowed again. (Bb) any prepayment of Eurodollar Rate Loans be in a If the aggregate principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate outstanding Loans shall be at any time for any reason exceed the Revolving Credit Commitments then in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lesseffect, the entire principal amount thereof then outstanding. Each such Borrower shall, immediately and without notice shall specify or demand, pay the date and amount of such excess to the Administrative Agent for the ratable benefit of the Banks as a prepayment and of the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If Immediately upon determining the need to make any such notice is given by the Borrower, prepayment the Borrower shall make notify the Administrative Agent of such required prepayment. (c) Each 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by a payment of all accrued and unpaid interest on the amount prepaid, together with any additional amounts required pursuant Loans prepaid and shall be subject to Section 3.052.11.

Prepayments. The (a) In addition to the required payments of principal of the Term Loans as set forth in Section 2.09 and any mandatory prepayments of principal of the Term Loans effected under subsection (b) below, Borrower may, upon irrevocable notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay the Term Loans and the Revolving Loans in whole or in part from time to time on any Business Day, without premium penalty or penalty subject to Section 3.05premium; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. a.m., (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; , (Bii) any prepayment of Eurodollar Rate 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; thereof (or in the entire remaining principal balance of the Loans, as applicable), and (Ciii) 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, (or in each case, if less, the entire remaining principal amount thereof then outstandingbalance of the Loans). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are Segment to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, the Interest Period(s) and such Lender’s Applicable Percentage of such Loansprepayment. 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. (b) In addition to the required payments of principal of the Loans set forth in Section 2.09 and any optional payments of principal of the Loans effected under subsection (a) above, Borrower shall make the following required prepayments of the Loans, each such payment to be made to the Administrative Agent for the benefit of the Lenders within the time period specified below: (1) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of each sale or transfer of any property or assets of Borrower or any of its Subsidiaries (including casualty losses or condemnations but excluding sales or transfers permitted under clauses (a), (b), (c), (d), (e), (f), (g), (h) and (j) of Section 7.05, and, other than in connection with a termination of a contract with a customer of Borrower constituting one of Borrower’s top 20 customers (as determined by the Borrower based on contribution of revenues to Borrower during the trailing twelve-month period as of the end of the Fiscal Quarter most recently ended for which financial statements are available), clause (i) of Section 7.05); provided that, notwithstanding the foregoing, up to $1,000,000 in the aggregate of Net Cash Proceeds from any such asset dispositions received in any Fiscal Year by the Loan Parties shall not be required to be applied to the prepayment of the Term Loans on such date to the extent such proceeds are to be reinvested in or otherwise used to replace the property sold; provided further that, if the applicable Loan Party has not completed or entered into a binding agreement to complete such reinvestment or replacement within one hundred eighty (180) days after receipt of such proceeds, the Administrative Agent may apply such proceeds to the Term Loans in accordance with this Section 2.07(b); (2) a prepayment in an amount equal to fifty percent (50%) of the Net Cash Proceeds of each sale or issuance of any Equity Interests by Borrower or any of its Subsidiaries unless issued to Borrower or one of its Subsidiaries; (3) a prepayment in an amount equal to one hundred percent (100%) of the Net Cash Proceeds of any Extraordinary Receipts; provided that, notwithstanding the foregoing, the Net Cash Proceeds from any casualty event or condemnation proceeding shall not be required to be used as a prepayment on such date to the extent such proceeds will be used to replace, restore, repair or rebuild property; provided that, if such Loan Party has not completed or entered into a binding agreement to complete such replacement, restoration, repair or rebuilding within one hundred eighty (180) days after receipt of such Extraordinary Receipts, the Administrative Agent may apply such Extraordinary Receipts to the Obligations in accordance with this Section 2.07(b); and (4) a prepayment in an amount equal to one hundred percent (100%) of any Indebtedness of Borrower incurred after the Closing Date, except for any Indebtedness permitted under Section 7.03. Each prepayment will be made within ten (10) Business Days of the receipt of such proceeds. (c) All prepayments under this Section 2.07 shall be applied by the Administrative Agent, subject to Section 2.17, in the following order (except as otherwise provided in Section 2.07(a)): First, (i) with respect to such prepayments other than voluntary prepayments of the Revolving Loans, to payment of that portion of the Obligations constituting unpaid principal of the Term Loans, in the inverse order of maturity as to the remaining scheduled payments of the Term Loans (including the payment due on the Term Loan Maturity Date), ratably among the Term Lenders in proportion to the respective amounts described in this clause First held by them, and (ii) with respect to voluntary prepayments of Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause First held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments); Second, to payment of (i) that portion of the Obligations constituting unpaid principal of the Revolving Loans, ratably among the Revolving Lenders in proportion to the respective amounts described in this clause Second held by them (which, when such payment is made, shall not result in an automatic corresponding permanent reduction in the Aggregate Revolving Commitments except in the case of a payment made pursuant to Sections 2.07(b)(1) and (b)(3)), and (ii) that portion of the Obligations constituting liabilities (other than any termination payments due and payable) under any Related Swap Contract with any Lender or any Affiliate of a Lender party to a Related Swap Contract and as to which the Administrative Agent has received notice of the amounts owed thereunder from the applicable Lender or any Affiliate of a Lender party to a Related Swap Contract, ratably as to clauses (i) and (ii) among such Lenders or such Affiliates in proportion to the respective amounts described in this clause Second held by them; Third, to payment of that portion of the Obligations constituting any termination payments due and payable under any Related Swap Contract with any Lender or any Affiliate of a Lender party to a Related Swap Contract and as to which the Administrative Agent has received notice of the amounts owed thereunder from the applicable Lender or any Affiliate of a Lender party to a Related Swap Contract, ratably among such Lenders or such Affiliates in proportion to the respective amounts described in this clause Third held by them; and Last, to the payment of any other amounts constituting Obligations, ratably among the Administrative Agent, the Lenders and their Affiliates in proportion to the respective amounts described in this clause held by them. (d) 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 2.07(d) unless after the prepayment in full of the Revolving Loans the Total Revolving Loan Outstandings exceed the Aggregate Revolving Commitments then in effect.

Prepayments. The (a) A Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving its Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 5 million or a whole multiple of $500,000 1 million in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if and of the amount of such Lender’s Applicable Percentage of such prepayment. Such 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 Eurodollar Rate Loans are to 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 Interest Period(sLoans of the Lenders in accordance with their respective Applicable Percentages. (b) A 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 its 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 Loansprepayment. If such notice is given by the 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 exceed the Commitments then in effect, the applicable Borrower shall be liable for, and shall immediately prepay its or their Loans, as applicable, and/or Cash Collateralize its or their L/C Obligations, as applicable, in an aggregate amount equal to such excess; provided, thathowever, any Notice 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raisingLoans, the consummation of a particular Disposition or Total Outstandings exceed the occurrence of a change of control as specified Commitments then in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05effect.

Prepayments. The No Borrower mayParty shall, upon notice to the Lender pursuant to delivery to the Lender or shall permit any Subsidiary of a Notice Borrower Party to, prepay, redeem, defease or purchase in any manner, or deposit or set aside funds for the purpose of Loan Prepaymentany of the foregoing, at make any time payment in respect of principal of, or from time to time voluntarily prepay Revolving Loans make any payment in whole or in part without premium or penalty subject to Section 3.05; provided thatrespect of interest on, unless otherwise agreed by (a) any Funded Debt (other than the Lender (A) such notice must be received by Lender not later than 11:00 a.m. Subordinated Debt), except the Borrower may (i) three (3) Business Days prior to make regularly scheduled payments of principal or interest required in accordance with the terms of the instruments governing any date of prepayment of Eurodollar Rate LoansFunded Debt permitted hereunder, and (ii) make payments, including prepayments permitted or required hereunder, with respect to the Obligations or (b) the Subordinated Debt except (i) payments of interest to the extent not prohibited by the Subordinated Debt Intercreditor Agreement, (ii) payments permitted by the Subordinated Debt Intercreditor Agreement, (iii) repayment of the Subordinated Debt with the proceeds of a refinancing thereof as permitted under Section 8.1, (iv) repayment of the Subordinated Debt with the proceeds of any issuance by Borrower of common stock or preferred stock issued on terms and condition satisfactory to the date of prepayment of Base Rate Loans; Co-Collateral Agents, and (v) other payments so long as (A) any such payment occurs not prior to eighteen (18) months after the Agreement Date, (B) the Borrower shall have maintained Availability of not less than $15,000,000 (after giving effect to the Availability Block and all Reserves) at all times for a consecutive period of twelve (12) months immediately prior to any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; such payment and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. If such notice is given by the Borrower, the Borrower shall make deliver pro-forma financial statements for the twelve month period immediately following any such prepayment and the payment amount specified in such notice evidencing that it shall be due and payable on the date specified therein; provided, that, any Notice have Availability of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower not less $15,000,000 (by notice after giving effect to the Lender on or prior to the specified prepayment dateAvailability Block and all Reserves) if at all times during such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05twelve (12) month period.

Prepayments. The (a) A Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily voluntarily, prepay Revolving its Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 10:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if and of the amount of such Lender’s Applicable Percentage of such prepayment. Such 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 Eurodollar Rate Loans are to 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 Interest Period(sLoans of the Lenders in accordance with their respective Applicable Percentages. (b) A 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 its 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 Loansprepayment. If such notice is given by the 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 exceed the Aggregate Commitments then in effect, the applicable Borrower shall be liable for and shall immediately prepay its or their Loans, as applicable, and/or Cash Collateralize its or their L/C Obligations, as applicable, in an aggregate amount equal to such excess; provided, thathowever, any Notice 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raisingLoans and Swing Line Loans, the consummation of a particular Disposition or Total Outstandings exceed the occurrence of a change of control as specified Aggregate Commitments then in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05effect.

Prepayments. (a) The Borrower may, upon notice from the Borrower to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans and Swingline Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent (A) not later than 11:00 a.m. (i) 12:00 noon, New York time, three (3) Business Days prior to any date of prepayment of Eurodollar any SOFR Loan or Eurocurrency Rate LoansLoan, and (iiB) not later than 12:00 noon, New York time, on the date of prepayment of RFR Loan, Base Rate Loans and Swingline Loans; (Bii) any prepayment of Eurodollar SOFR Loans and Eurocurrency Rate Loans shall be in a 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 thereofthereof (or the remaining outstanding amount of such Loan); and (Ciii) any prepayment of Base Rate Loans and RFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or the remaining outstanding amount of such Loan); and (iv) any prepayment of Swingline Loans shall be in an amount that would be permitted in the case of an advance of a Swingline Loan pursuant to Section 2.14, or, in each casethe case of (ii), (iii) and (iv) if lessa lesser amount, the entire remaining principal amount thereof then outstandingof the applicable Loans in any outstanding Borrowing. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans or Swingline Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) and of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a SOFR Loan or Eurocurrency Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Revolving Loans or Swingline Loans, as the case may be, of the applicable Lenders in accordance with their respective Pro Rata Shares. (b) If at any time (i) the Revolving Credit Exposure at any time exceeds the Aggregate Commitments then in effect, other than as a result of fluctuations in exchange rates, or (ii) if, solely as a result of fluctuations in currency exchange rates, the sum of the Revolving Loans and L/C Exposure denominated in Foreign Currency as of the most recent Calculation Date exceeds 105% of the Foreign Currency Sublimit, the Borrower shall immediately repay their respective Revolving Loans in an aggregate amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Article III.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, may at any time or and from time to time voluntarily prepay Revolving Loans Loans, in whole or in part part, without premium or penalty subject (except as specifically provided in the last sentence of this Section 2.08(a)), upon notice deliv- ered to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not Administrative Agent no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m. (i) a.m., London time), not less than three (3) Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Eurocurrency Loans, and (ii) no later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orsuch notice, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid; provided that, if Eurodollar Rate Loans are to be prepaid, a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period(s) of such Loans. If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.13. Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated by such notice are to be made unless the Administrative Agent shall have received written notice revoking such notice of prepayment and on or prior to the payment date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein; provided, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all together with accrued interest to such date on the amount prepaid, together with any additional . Partial prepayments of Loans shall be in an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or comparable amounts required determined by the Administrative Agent in the case of Alternative Currency). In the case of each prepayment of Loans pursuant to this Section 3.05.2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to be repaid, and such prepayment shall be paid to the appropriate Lenders in accordance with their respective pro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 12 months after the Incremental Assumption Agreement No.1

Prepayments. The (a) In the event Borrower may, upon notice elects to prepay the Lender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05; provided thatin accordance with the Loan Documents, unless otherwise agreed by the Lender (A) Agent will promptly notify each Bank of such notice must be received and of each Bank's Pro Rata Share of such prepayment. (b) Notwithstanding any other provision of this Agreement or of any other Loan Document, Borrower shall have no right to prepay any Bid Loan prior to the last day of the applicable Bid Loan Rate Period. (c) In the event of any prepayment by Borrower of a Bid Loan prior to the last day of the Bid Loan Rate Period applicable thereto (by reason of acceleration or for any other reason), Borrower shall pay to each Bank holding an interest therein, or whose Designated Bid Lender not later than 11:00 a.m. holds an interest therein, a prepayment premium equal to the sum of (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and $250; and (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount sum of such prepayment losses and the Type(s) of Loans to be prepaid andexpenses as such Bank or its Designated Bid Lender, if Eurodollar Rate Loans are to be prepaidas applicable, the Interest Period(s) may incur by reason of such Loansprepayment, including without limitation any losses or expenses incurred in obtaining, liquidating or employing deposits from third parties, but excluding loss of margin for the period after such prepayment. If such notice is given by the Borrower, the Borrower shall make such The prepayment and the payment amount specified in such notice premium provided for herein shall be due and payable not later than fifteen (15) days after delivery to Borrower, by or on behalf of the date specified therein; providedaffected Bank or Designated Bid Lender, that, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of demand for payment accompanied by a change of control as specified in such noticecalculation, in reasonable detail, of such losses and expenses, which case such notice may shall be revoked by conclusive in the absence of manifest error. (d) Each of the waivers and acknowledgments of Borrower (by notice set forth in Paragraphs 4 and 5 of Exhibit B to the Lender on or prior Note shall apply to the specified prepayment date) Borrower's covenants set forth in this Section 1.5 as if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05set forth herein.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, the Borrower shall immediately prepay Loans.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 noon (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate 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; , and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (x) the date and amount of such prepayment and (y) the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender’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, any Notice provided that a notice of Loan Prepayment prepayment of all outstanding Loans may be state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising, the consummation any incurrence or issuance of a particular Disposition debt or equity or the occurrence of a change of control as specified in such noticeany other transaction, in which case such notice may be revoked revoked, subject to Section 3.05, by the Borrower (by notice to the Lender Administrative Agent on or prior to the specified prepayment effective date) if such condition is not satisfied. Any prepayment of principal Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans in accordance with the Lenders’ Pro Rata Shares. (b) The 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 made by such Swing Line Lender in whole or in part without premium or penalty; provided that (i) such notice must be received by such Swing Line Lender and the Administrative Agent not later than 2:00 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 exceed the Aggregate Commitment 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 50 [[5256212]]

Prepayments. (a) The Borrower Borrowers may, without premium or penalty, upon one Business Days' prior written notice to Agent, prepay the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentNotes, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject part, with accrued interest to Section 3.05; provided that, unless otherwise agreed by the Lender (A) such notice must be received by Lender not later than 11:00 a.m. (i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans be in a principal amount of $2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. 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 Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with provided that (i) each prepayment of less than the full outstanding principal balance of the Notes shall be in a minimum amount equal to $100,000; (ii) if the Borrowers prepay the principal of any additional LIBOR Loan on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall also pay to the Banks the amounts specified in Section 9.06; (iii) after the Revolving Termination Date, the Borrowers shall at all times maintain a sufficient portion of the Term Loan as a Base Rate Loan to allow the Borrowers to make regularly scheduled payments of principal without paying a LIBOR Loan prior to the end of the applicable Interest Period; and (iv) in the case of the Term Note, prepayments shall be applied pro rata to the remaining principal installments due after the prepayment. Upon receipt of any such prepayments, Agent will promptly thereafter cause to be distributed such prepayment to each Bank for the account of its applicable Lending Office in the proportion that each such Bank's Loan to which the prepayment applies bears to the total amount of all Banks' Loans to which the prepayment applies. (b) The Borrowers shall make mandatory prepayments of the Revolving Notes and the Term Notes, as appropriate, as required pursuant to under Section 3.05. (c) Any prepayment of a Note hereunder shall be (i) made together with interest accrued (through the date of such prepayment) on the principal amount prepaid and (ii) applied first to accrued interest and then to principal.

Prepayments. The Borrower Company may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by Lender the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (inoon) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 25,000,000 or a whole multiple of $500,000 5,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iv) any such notice shall be irrevocable but may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans 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 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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or subject to the occurrence of a change of control as any condition(s) specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfiedtherein. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required to be paid pursuant to Section 3.05. Subject to Section 2.14, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid andprepaid; provided that, a notice of prepayment of all or 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 Eurodollar Rate Loans are to be prepaidsuch condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05.to

Prepayments. The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of 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 (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid; 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 Eurodollar Rate Loans are to be prepaidsuch condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the Interest Period(s) amount of such LoansLender’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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Share.

Prepayments. (a) The Borrower may, upon notice to the Lender pursuant to delivery to the Lender of a Notice of Loan PrepaymentAdministrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to Section 3.05penalty; provided that, unless otherwise agreed by the Lender that (Ai) such notice must be received by Lender the Administrative Agent not later than 11:00 a.m. (iA) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (iiB) on the date of prepayment of Base Rate Loans; , (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 5 million or a whole multiple of $500,000 in excess thereof; , and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andprepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, if Eurodollar Rate Loans are to be prepaid, and of the Interest Period(s) amount of such LoansLender'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, any Notice of Loan Prepayment may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Lender on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of principal a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) In the event the Successful IPO of the Borrower has not been consummated on or prior to the day which is 18 months after the Closing Date, the Borrower shall promptly prepay the Loans and/or Cash Collateralize or pay the L/C Obligations in an aggregate amount necessary to reduce the Outstanding Amount of Loans plus the Outstanding Amount of L/C Obligations to $50 million. (c) In the event the Successful IPO of the Borrower has not been consummated on or prior to the which is day 30 months after the Closing Date, the Borrower shall promptly prepay the Loans and/or Cash Collateralize or pay the L/C Obligations in an aggregate amount necessary to reduce the Outstanding Amount of Loans plus the Outstanding Amount of L/C Obligations to $40 million. (d) 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 required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(d) unless, after the prepayment in full of the Loans, the Total Outstandings exceed the Aggregate Commitments then in effect.