Common use of Prepayments Clause in Contracts

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share 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. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each 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 Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each 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 Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.054.05. Subject to Section 2.16, each 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 the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. The Administrative Agent will promptly notify each Lender Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective the Lenders’ Pro Rata Shares. (b) Each 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 (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the such Swing Line Lender and the Administrative Agent not later than 1:00 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 a the Borrower, a 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 of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments Commitment then in effect, a the Borrower shall immediately prepay its 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) Each The Borrower may, upon notice to the Administrative AgentLender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans, Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Lender (iA) such notice must be received by the Administrative Agent Lender not later than 11:00 a.m., New York time, a.m. (Ai) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Administrative Agent will promptly notify each Lender of its receipt of each such notice, and the Interest Period(s) of such Lender’s Pro Rata Share of such prepaymentLoans. If such notice is given by a the Borrower, a 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 Fixed Period Eurodollar Rate Loans principal shall be accompanied by all accrued interest thereonon 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 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) Each Borrower The Company may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Term SOFR Loans, (B) on the date of prepayment of Base Rate Loans, and (BC) one Business Day prior to any date of prepayment of Base SOFR Daily Floating Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Term SOFR Loans or SOFR Daily Floating Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 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 Pro Rata Share of such prepaymentprepayment (based on such Lender’s Pro Rata Share). If such notice is given by a Borrowerthe Company, a Borrower the Company 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 Fixed Period Eurodollar Rate Loans any Loan shall be accompanied by all accrued interest thereonon 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 2.16, 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) Each Borrower may, upon notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, at such Borrower’s option either Three Year Loans or Five Year Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall will specify the date and amount of such prepayment prepayment, whether the Loan to be prepaid is a Three Year Loan or a Five Year Loan, 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 Applicable Percentage of such prepayment. If such notice is given by a the applicable Borrower, a Borrower shall it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans shall Loan will be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall will be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower mayThree Year Applicable Percentage or Five Year Applicable Percentage, upon notice as applicable, and to the Swing Line Lender (with a copy installments thereof as directed by the applicable Borrower, or, in the absence of such direction, in direct order of maturity. Subject 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 obligations under Section 3.05); provided that (i) , prior to such prepayment, the applicable Borrower may rescind any notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of termination under this Section 2.06 if such termination would have resulted from a refinancing of all or a portion of the prepaymentLoans, and (ii) any such prepayment which refinancing shall not be in a minimum principal amount of $100,000. Each such notice consummated or 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 otherwise be due and payable on the date specified thereindelayed. (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) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, a such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that any such notice may state that it is conditioned on the effectiveness of new credit facilities or other specified events in which case such notice may be revoked if such conditions are not satisfied 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. Applicable Percentages. In the event that any of the provisions of Sections 2.01 (bA) Each Borrower maythrough (D) have been violated and there are Loans outstanding, upon notice Alterra Capital shall cause the applicable Borrower(s) 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 such amount as is necessary to cure such violation together with any additional amounts required due pursuant to Section 3.053.05(b); 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such the amount of that Lender’s Pro Rata Share Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesPercentages. (b) Each 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 (other than amounts required pursuant to Section 3.05)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 $100,000500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a 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 of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Overall Commitments then in effecteffect minus the Reserve Amount, a the Borrower shall immediately prepay its 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. The Administrative Agent will promptly notify each Lender Lender, as the case may be, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective the Lenders’ Pro Rata Shares. (b) Each 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 (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 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 a the Borrower, a 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 of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments Commitment then in effect, a the Borrower shall immediately prepay its 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans under any Facility in whole or in part without premium or penalty; provided that (ia) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (Ai) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 (or Facilities) to be prepaid and the Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender under the applicable Facility of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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, so long as the Administrative Agent is notified prior to the prepayment date, a notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of Fixed Period Eurodollar a Eurocurrency Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders under the applicable Facility in accordance with their respective Pro Rata SharesApplicable Percentages. Any prepayment of Loans that are Term A-5 Loans pursuant to this Section 2.05(a) shall be applied to reduce the subsequent scheduled repayments of Term A-5 Loans to be made pursuant to Section 2.07(b) as directed in writing by the Borrower or, if no such direction has been provided, in direct order of maturity. Notwithstanding anything to contrary and for the avoidance of doubt, the provisions of this Section 2.05(a) shall permit any prepayment of Loans on a Facility by Facility basis and on a non-pro rata basis across Facilities (but not within a single Facility), in each case, as selected by the Borrower in its sole discretion. (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 If the Administrative Agent not later than 1:00 p.m. on notifies the date Borrower in writing that the aggregate Revolving Credit Exposures of the prepayment, and (ii) any Revolving Lenders at 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 101% of the Aggregate aggregate Revolving Commitments then in effect, a then, within three Business Days after receipt of such written notice from the Administrative Agent, the Borrower shall immediately prepay its Revolving Loans and/or the Borrower shall Cash Collateralize the L/C Obligations in an aggregate amount at least equal to such excess, or the Borrower shall take such other action to the extent necessary to eliminate any such excess; provided, however, that, subject to the provisions of Section 2.14(a), the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b) unless after any such prepayment of Revolving Loans, the aggregate Revolving Credit Exposures of the Revolving Lenders exceeds the aggregate Revolving Commitments then in effect.

Prepayments. (a) Each Borrower The Company may, upon written notice or telephonic notice confirmed in writing to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such written or telephonic notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 9:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) 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 thereofthereof or, in each of 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Company, a Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.13, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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 Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a Borrower then the Company shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Loans in whole or in part without premium or penaltypenalty (except as set forth in Section 7.01); provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m., New York time, a.m. (Ax) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and or (By) one Business Day prior to any on the date of prepayment of Base Rate Loans; Loans (or, in each case, such shorter period of time then agreed to by the Administrative Agent), and (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of not less than $5,000,000 5,000,000, or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a if less, the entire principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeAny prepayment shall be accompanied by all accrued interest on the amount prepaid, and of such Lender’s Pro Rata Share of such prepaymenttogether with any additional amounts required pursuant to Section 7.01. If such notice of prepayment is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided, however, that any notice of prepayment by the Borrower may be conditioned on the occurrence of Fixed Period Eurodollar Rate Loans shall any event, in which case such notice may be accompanied revoked by all accrued interest thereon, 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. Borrower (b) Each Borrower may, upon by notice to the Swing Line Lender (with a copy delivered to the Administrative Agent), at any time Agent on or from time prior 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 proposed prepayment) if such condition is not satisfied. Unless the Borrower otherwise directs, and (ii) any such prepayment prepayments of Loans under this Section 2.07 shall be applied first to Borrowings of Base Rate Loans until payment in a minimum principal amount full thereof with any balance applied to Borrowings of $100,000Eurodollar Rate Loans in the order in which their Interest Periods expire. Each such The Administrative Agent will promptly advise each Lender of any notice shall specify of prepayment it receives from 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penaltypenalty (other than as set forth in Section 3.05); provided that (i) such notice must be appropriately completed and signed by a Responsible Officer, and received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) 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 thereofthereof 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, and the applicable Tranche, and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and 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 Tranche 1 Lender of its receipt of each such noticenotice in respect of any Tranche 1 Loans, and of the amount of such Tranche 1 Lender’s Pro Rata Share 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. If Following such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar a Eurocurrency Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment of Tranche 1 Loans shall be applied to the Committed Tranche 1 Loans of the Tranche 1 Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice Applicable Tranche 1 Loan Percentages and each such prepayment of Tranche 2 Loans shall be applied to the Swing Line Lender (Tranche 2 Loans of the Tranche 2 Lenders in accordance with a copy their respective Applicable Tranche 2 Loan Percentages. Any prepayment of Committed Loans pursuant to this Section 2.05 shall be applied to reduce the Administrative Agent), at any time or from time subsequent scheduled repayments of Committed Loans of the applicable Tranche to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required be made pursuant to Section 3.05); provided that (i) such notice must be received 2.07 as directed in writing by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date Borrower or, if no such direction has been provided, in direct order 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 thereinmaturity. (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) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Fixed Rate Loans, Loans and (B) 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; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (iii) any prepayment of Base Floating Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 25,000 in excess thereofthereof 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 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, a 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 such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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 Total Outstandings at any time exceeds exceed the Aggregate Commitments Available Loan Amount, then in effectBorrower shall, a Borrower shall immediately within three (3) Business Days, prepay its Loans and/or Cash Collateralize the L/C Obligations 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. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Loans, any Loan in whole or in part without premium or penaltyin 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 2.03(c); provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loansprepayment, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a an aggregate principal amount of $5,000,000 or a whole multiple of at least $1,000,000 in excess thereof; and or, if less, the entire aggregate principal amount of the Loans then outstanding, (iii) any no Default or Event of Default would occur after giving effect to such voluntary prepayment of Base Rate Loans shall and (iv) the LTV Ratio, immediately after giving effect to such prepayment, would be in a principal amount of $500,000 equal to or a whole multiple of $100,000 in excess thereofless than [***]%. Each such notice shall be irrevocable and shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment, the amount of principal being prepaid and the applicable prepayment amount. If such notice is given by a Borrower, a The Borrower shall make such prepayment and the payment amount specified in such notice shall (which prepayment may be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereonmade, 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 part, by the Borrower instructing the Collateral Agent pursuant to Section 3.05); provided that (i3(g) of the Security Agreement to deposit sale proceeds with respect to the Pledged ADS sold for the purpose of making such notice must be received by prepayment on deposit in the Swing Line Lender Collateral Account into the Agent Account on the Borrower’s behalf) and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such related 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. (b) Not later than the close of business on the second Hong Kong Business Day immediately after receipt of notice from the Administrative Agent of the occurrence of a Collateral Shortfall, 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 [***]%. (c) If for Each prepayment pursuant this Section 2.03 shall be accompanied by all accrued interest on the amount prepaid, together with 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 additional amounts required pursuant to such excessSection 3.04.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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 Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Committed Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon 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 Pro Rata SharesApplicable Percentages. (b) Each 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 (other than amounts required pursuant to Section 3.05)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. 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 a the Borrower, a 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 of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is made conditional on a transaction or financing, in which case the obligation of the Borrower to make such prepayment (and to pay such payment amount) shall be subject to such conditions. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Committed Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 500,000 in excess thereofthereof 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.18, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each 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 (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a 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 of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its 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. The Borrower shall have no right to prepay any principal amount of any Loans other than as follows: (a) Each The Borrower may, upon may (and shall provide notice thereof to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., 10:00 a.m. (New York City time, (A) three Business Days prior to any on the date of prepayment of Eurodollar Rate Loansprepayment, and (B) one Business Day prior the Administrative Agent shall promptly distribute copies thereof to any date the Lenders), and if such notice is given, the Borrower shall, prepay the outstanding principal amounts of the Loans made as part of the same Borrowing, in whole or ratably in part; provided, however, that each partial prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof; and thereof (iii) any prepayment of Base Rate Loans or such lesser amount as shall be in a principal equal to the total amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share 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. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied outstanding to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesBorrower). (b) Each Borrower may, upon notice to On any date on which (i) any termination or optional or mandatory reduction of 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 Commitments shall occur pursuant to Section 3.05); provided that 2.03(a) or (ib) 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 or (ii) any such prepayment the Total Outstandings shall be in a minimum principal exceed the aggregate amount of $100,000. Each the Commitments, the Borrower shall first, pay or prepay the principal outstanding on the Loans and/or all LC Outstandings that represent amounts that have been drawn under Letters of Credit but have neither been reimbursed by the Borrower nor converted into ABR Loans, second, if all of the Loans and all of such notice unreimbursed amounts constituting LC Outstanding shall specify have been paid in full, provide cash collateral pursuant to the date Cash Collateral Agreement, to secure remaining LC Outstandings, and third, cause an amount of such prepayment. If such notice is given by a BorrowerLetters of Credit to be cancelled (if necessary after taking into account the payments and provision of cash collateral in the immediately preceding clauses), 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 effecteach case, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to the excess, as applicable, of (A) the Total Outstandings over (B) the aggregate amount of the sum of the Commitments (following such termination or reduction, if any) and any cash collateral on deposit in the Cash Collateral Account. Any payments and prepayments required by clause “first” of this subsection (b) shall be applied to outstanding ABR Loans up to the full amount thereof before they are applied to outstanding Eurodollar Rate Loans. (c) On any date on which (i) the aggregate Dollar Equivalent of all LC Outstandings denominated in euros shall exceed the Euro Sublimit, (ii) all LC Outstandings denominated in Indian Rupees shall exceed the Indian Rupee Sublimit, or (iii) the aggregate Dollar Equivalent of all LC Outstandings denominated in Canadian Dollars shall exceed the Canadian Dollar Sublimit, the Borrower shall provide cash collateral pursuant to the Cash Collateral Agreement, to secure the LC Outstandings in an aggregate amount equal to the excess, as applicable, of (A)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in euro, over (2) the sum of the Euro Sublimit and, without duplication, such cash collateral, (B)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in Indian Rupees, over (2) the sum of the Indian Rupee Sublimit and, without duplication, such cash collateral or (C)(1) the aggregate Dollar Equivalent of all LC Outstandings denominated in Canadian Dollars, over (2) the sum of the Canadian Dollar Sublimit and, without duplication, such cash collateral. (d) Any prepayment pursuant to this Section 5.03 shall be accompanied by (i) accrued interest to the date of such prepayment on the principal amount repaid and (ii) in the case of prepayments of Eurodollar Rate Loans, any amount payable to the Lenders pursuant to Section 5.04(b). In the event that the Borrower requests the release of any cash collateral pursuant to the terms of the Cash Collateral Agreement and on the date of such request or at any time prior to the time of such release, there has become, or there becomes, due and payable any prepayment of any Loans under this Agreement, the Borrower hereby directs the Administrative Agent to apply the proceeds of such release of cash collateral to such prepayment of such Loans and agrees that any such request is a confirmation of such direction.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Committed Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that (i) such in the last sentence of this Section 2.08(a)), upon notice must be received by delivered to the Administrative Agent not no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m., New York London time), (A) not less than three Business Days prior to any thereto, in the case of Eurocurrency Loans, no later than 12:00 noon, New York City time, on the date of prepayment such notice, in the case of Eurodollar Rate ABR Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid; provided that, if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. The Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent will 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 on or prior to the date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepaymentthereof. If any such notice is given by a Borrowergiven, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Any prepayment Partial prepayments of Fixed Period Eurodollar Rate Loans shall be accompanied 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 all accrued interest thereon, together with any additional amounts required the Administrative Agent in the case of Alternative Currency). In the case of each prepayment of Loans pursuant to this Section 3.05. Subject 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to Section 2.16be repaid, each and such prepayment shall be applied paid to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Sharespro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 12 months after the Incremental Assumption Agreement No.1 Effective Date, the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with Term B-1 Loans that are subject to such Repricing Event (including any Lender which is replaced pursuant to Section 2.16(c) as a result of its refusal to consent to an amendment giving rise to such Repricing Event), a fee in an amount equal to 1.00% of the aggregate principal amount of the Term B-1 Loans subject to such Repricing Event. Such fees shall be earned, due and payable upon the date of the occurrence of such Repricing Event. (b) Each If at any time for any reason the sum of the Dollar Amount of Outstanding Revolving Credit exceeds the Total Revolving Commitments, the Borrower mayshall upon learning thereof, or upon notice the request of the Administrative Agent, immediately prepay the Revolving Loans in an aggregate principal amount at least equal to the Swing Line Lender 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 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 prepayment shall be required if, on a copy 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)Agent setting forth the amount, at if any, of Excess Cash Flow for such Excess Cash Flow Period, the amount of any time or from time required prepayment in respect thereof and the calculation thereof in reasonable detail. (e) Amounts to time, voluntarily prepay Swing Line 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 whole 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 part without premium or penalty (other than amounts a manner that minimizes the amount of any payments required to be made by the Borrower 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, 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 prepayment shall be allocated to such Class of Term Loans as set forth in such Incremental Assumption Agreement, Extension Amendment or Refinancing Amendment and to the other Classes of Term Loans on a minimum principal pro rata basis. Each prepayment of the Term Loans under this Section 2.08 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (f) The Borrower shall notify the Administrative Agent in writing of $100,000any mandatory prepayment of Term Loans required to be made pursuant to Section 2.08(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 given 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 a Borrowerdelivering, 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 Borrower 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 make instead be retained by the Borrower. Each Term Lender’s ratable portion of such prepayment and Declined Prepayment Amount (unless declined by the payment amount specified respective Term Lender as described in such notice the preceding sentence) shall be due and payable on applied to the date specified thereinrespective 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). (cg) If for Any prepayment of Term Loans of any reason Class shall be applied (i) in the Outstanding Amount case of all 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 L/C Obligations at (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 time exceeds the Aggregate Commitments then in effectExtension Amendment, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessany Incremental Assumption Amendment or Refinancing Amendment.

Prepayments. (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that that: (i) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Committed Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Pro Rata Share Applicable Percentage 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; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned on the occurrence of a refinancing of all or any portion of the Loans or the occurrence of any other event which would have provided the cash proceeds for such prepayment, in which case such notice may be revoked (subject to payment of any amounts, if any, required pursuant to Section 3.05) by Borrower (by notice to Administrative Agent on or prior to the specified closing date of such refinancing or other such event) if such condition is not satisfied. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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)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 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 Total Outstandings at any time exceeds exceed 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; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06(c) unless after the prepayment in full of the Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect. (d) No Bid Loan may be prepaid without the prior consent of the applicable Bid Loan Lender. (e) Within the parameters of the applications set forth above, prepayments shall be applied (i) as directed by Borrower, or if not so directed, (ii) first to Base Rate Committed Loans and then to Eurodollar Rate Committed Loans in direct order of Interest Period maturities.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 noon; (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each 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 Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is made conditional on a transaction or financing, in which case the obligation of the Borrower to make such prepayment (and to pay such payment amount) shall be subject to such conditions. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, 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) Each The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Committed Loansany Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by in the Administrative Agent not later than 11:00 a.m.case of prepayment of any Eurodollar Borrowing, 2:00 p.m. (New York time, ) not less than three (A3) three Business Days prior to any date of prepayment of Eurodollar Rate Loanssuch prepayment, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; or (ii) in the case of any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans 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 thereofsuch 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 each Borrowing or portion thereof to be prepaid. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given by a Borrowergiven, a Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereondesignated in such notice, together with any additional accrued interest to such date on the amount so prepaid in accordance with Section 2.11(c); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.17. Subject 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 2.16, each such 2.4. Each prepayment of a Borrowing shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Pro Rata Sharescomprising such Borrowing. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), If at any time or from time to timethe Credit Exposure of all Lenders exceeds the Senior Revolving Commitment Amount, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required as reduced pursuant to Section 3.05); provided that (i) such notice must be received by 2.7 or otherwise, 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 repay Loans and/or Cash Collateralize the L/C Obligations in an aggregate 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) Each Any Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Term Loan in whole or in part without premium or penalty; provided provided, in each case, that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (Ai) 1:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (Bii) one Business Day prior to any 11:00 a.m. on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.11, each such prepayment shall be applied to the Committed Loans of the applicable Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such event does not occur or such condition is not satisfied. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with on the amount prepaid and shall be subject to any additional amounts required pursuant to applicable requirements of Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Applicable Percentages. Each Borrower may, upon notice prepayment of Converted Term Loans shall be applied 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 remaining scheduled installments 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 direct order 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 thereinmaturity. (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) Each The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Revolving Loans and Swingline Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent (A) not later than 11:00 a.m.12:00 noon, New York time, (A) three Business Days prior to any date of prepayment of Eurodollar any SOFR Loan or Eurocurrency Rate LoansLoan, and (B) one Business Day prior to any not later than 12:00 noon, New York time, on the date of prepayment of RFR Loan, Base Rate Loans and Swingline Loans; (ii) any prepayment of Fixed Period Eurodollar SOFR Loans and Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereofthereof (or the remaining outstanding amount of such Loan); and (iii) 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 thereofthereof (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 the case of (ii), (iii) and (iv) if a lesser amount, the remaining principal amount of 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar a SOFR Loan or Eurocurrency Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Revolving Loans or Swingline Loans, as the case may be, of the applicable 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), If 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 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 prepay its repay their respective Revolving Loans and/or Cash Collateralize the L/C Obligations 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) Each In the event the Borrower may, upon notice elects to prepay the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by in accordance with the Administrative Agent not later than 11:00 a.m.Loan Documents, New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender Bank of its receipt such notice and of each such notice, and of such Lender’s Bank's Pro Rata Share of such prepayment. If such notice is given . (b) Notwithstanding any other provision of this Agreement or of any other Loan Document, the 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 the Borrower of a BorrowerBid Loan prior to the last day of the Bid Loan Rate Period applicable thereto (by reason of acceleration or for any other reason), the Borrower shall pay to each Bank holding an interest therein, or whose Designated Bid Lender holds an interest therein, a Borrower shall make prepayment premium equal to the sum of (i) $250; and (ii) the sum of such losses and expenses as such Bank or its Designated Bid Lender, as applicable, may incur by reason of such prepayment, 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. 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 the Borrower, by or on behalf of the date specified therein. Any prepayment affected Bank or Designated Bid Lender, of Fixed Period Eurodollar Rate Loans a demand for payment accompanied by a calculation, in reasonable detail, of such losses and expenses, which shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to conclusive in the Committed Loans absence of the Lenders in accordance with their respective Pro Rata Sharesmanifest error. (bd) Each of the waivers and acknowledgments of the Borrower may, upon notice set forth in Paragraphs 4 and 5 of Exhibit B to the Swing Line Lender (with a copy Note shall apply to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans Borrower's covenants set forth in whole or in part without premium or penalty (other than amounts required pursuant to this 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 therein11 as if set forth herein. (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) Each Borrower The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share 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. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, 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, upon irrevocable notice to the Administrative Agent as described below, voluntarily prepay Swing Line the Loans in whole or in part without premium part, in an aggregate amount of $5,000,000 or penalty (other than amounts required pursuant 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 (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 10:30 a.m. (a) in the case of prepayment of an Offshore Rate Tranche, at least two Business Days in advance of the prepayment date; and (b) in the case of prepayment of a Base Rate Tranche, on the date prepayment date. In addition to the information required by subsection 2.2(b), each such notice shall specify the installment of the prepaymentLoans to which such prepayment is to be applied (and, and (ii) any in the absence of such specification, such prepayment shall be applied to the Loans in a minimum principal amount the inverse order of $100,000the maturity of such installments). Each such Amounts prepaid may not be reborrowed. (b) The Company shall specify, in each notice shall specify of voluntary prepayment pursuant to subsection 2.2(a), 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 Groups (or portions thereof) to be prepaid. No such notice shall be due revocable by the Company. The Administrative Agent will promptly notify each Bank of any notice of prepayment and payable of such Bank’s Percentage of such prepayment. Each prepayment of all or any portion of an Offshore Rate Group shall be accompanied by accrued interest to the date of prepayment on the date specified thereinamount prepaid and any amounts required to be paid pursuant to Section 4.4 as a result of such prepayment. (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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each 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 If for any reason the Swing Line Lender (with a copy to the Administrative Agent), Total Outstandings at any time exceed the Aggregate Commitments then in effect (including during or from time to timeas a result of the commencement of any Reduced Commitment Period), voluntarily the Borrower shall immediately prepay Swing Line Loans in whole or in part without premium or penalty (other than Loans, together with any additional 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; 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. (a) Each The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Committed Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that (i) such in the last sentence of this Section 2.08(a)), upon notice must be received by delivered to the Administrative Agent not no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m., New York London time), (A) not less than three Business Days prior to any thereto, in the case of Eurocurrency Loans, no later than 12:00 noon, New York City time, on the date of prepayment such notice, in the case of Eurodollar Rate ABR Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid; provided that, if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. The Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent will 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 on or prior to the date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepaymentthereof. If any such notice is given by a Borrowergiven, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Any prepayment Partial prepayments of Fixed Period Eurodollar Rate Loans shall be accompanied 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 all accrued interest thereon, together with any additional amounts required the Administrative Agent in the case of Alternative Currency). In the case of each prepayment of Loans pursuant to this Section 3.05. Subject 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to Section 2.16be repaid, each and such prepayment shall be applied paid to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Sharespro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 126 months after the Incremental Assumption Agreement No.1Amendment No. 3 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 earned, due and payable upon the date of the occurrence of such Repricing Event. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), If 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 sum of the Dollar Amount of all Loans and L/C Obligations at any time Outstanding Revolving Credit exceeds the Aggregate Commitments then in effectTotal Revolving Commitments, a the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay its the Revolving Loans and/or Cash Collateralize the L/C Obligations 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.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 noon (Ai) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; , and (iiic) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective the Lenders’ 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 such notice, if accompanied by a commitment reduction notice in accordance with Section 2.06, may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon 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 Revolving Credit Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each 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 (other than amounts required pursuant to Section 3.05)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 a the Borrower, a 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 of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C — BA Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower 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) Each The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Committed Loans, in whole or in part part, without premium or penalty; penalty (except as specifically provided that (i) such in the last sentence of this Section 2.08(a)), upon notice must be received by delivered to the Administrative Agent not no later than 12:00 noon, New York City time (or in the case of an Alternative Currency, 11:00 a.m., New York London time), (A) not less than three Business Days prior to any thereto, in the case of Eurocurrency Loans, no later than 12:00 noon, New York City time, on the date of prepayment such notice, in the case of Eurodollar Rate ABR Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such which notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid; provided that, if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.13. The Each such notice may be conditioned on the occurrence of one or more events (it being understood that the Administrative Agent will 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 on or prior to the date of such prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepaymentthereof. If any such notice is given by a Borrowergiven, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Any prepayment Partial prepayments of Fixed Period Eurodollar Rate Loans shall be accompanied 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 all accrued interest thereon, together with any additional amounts required the Administrative Agent in the case of Alternative Currency). In the case of each prepayment of Loans pursuant to this Section 3.05. Subject 2.08(a), the Borrower may in its sole discretion select the Loans (of any Class) to Section 2.16be repaid, each and such prepayment shall be applied paid to the Committed Loans of the appropriate Lenders in accordance with their respective Pro Rata Sharespro rata share of such Loans. If any Repricing Event occurs prior to the date occurring 6 months after the Amendment No. 34 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 earned, due and payable upon the date of the occurrence of such Repricing Event. (b) Each Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), If 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 sum of the Dollar Amount of all Loans and L/C Obligations at any time Outstanding Revolving Credit exceeds the Aggregate Commitments then in effectTotal Revolving Commitments, a the Borrower shall upon learning thereof, or upon the request of the Administrative Agent, immediately prepay its the Revolving Loans and/or Cash Collateralize the L/C Obligations 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.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 5 million or a whole multiple of $1,000,000 500,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each In the event the Successful IPO of the Borrower may, upon notice has not been consummated on or prior to the Swing Line Lender (with a copy to day which is 18 months after the Administrative Agent)Closing Date, 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 promptly prepay the payment Loans and/or Cash Collateralize or pay the L/C Obligations in an aggregate amount specified in such notice shall be due and payable on necessary to reduce the date specified thereinOutstanding 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 Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its 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.

Prepayments. No Borrower Party shall, or shall permit any Subsidiary of a Borrower Party to, prepay, redeem, defease or purchase in any manner, or deposit or set aside funds for the purpose of any of the foregoing, make any payment in respect of principal of, or make any payment in respect of interest on, (a) Each any Funded Debt (other than the Subordinated Debt), except the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that may (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date make regularly scheduled payments of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share 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. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, 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 terms of the prepaymentinstruments governing any Funded 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 Co-Collateral Agents, and (v) other payments so long as (A) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify payment occurs not prior to eighteen (18) months after the date and amount of such prepayment. If such notice is given by a BorrowerAgreement Date, a (B) the Borrower shall make 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 such prepayment payment and the payment amount specified in such notice shall be due and payable on the date specified therein. (cC) 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 deliver pro-forma financial statements for the twelve month period immediately prepay its Loans and/or Cash Collateralize following any such payment evidencing that it shall have Availability of not less $15,000,000 (after giving effect to the L/C Obligations in an aggregate amount equal to Availability Block and all Reserves) at all times during such excesstwelve (12) month period.

Prepayments. (a) Each Borrower may, upon notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, at such Borrower’s option either Three Year Loans or Five Year Loans made to it in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall will be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall will specify the date and amount of such prepayment prepayment, whether the Loan to be prepaid is a Three Year Loan or a Five Year Loan, 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 Applicable Percentage of such prepayment. If such notice is given by a the applicable Borrower, a Borrower shall it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein; provided that, subject to Section 3.05, such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the applicable Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied and, in the case of such revocation, the applicable Borrower shall not be required to make such prepayment and such prepayment amount shall cease to be due and payable. Any prepayment of Fixed Period a Eurodollar Rate Loans shall Loan will be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall will be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower mayThree Year Applicable Percentage or Five Year Applicable Percentage, upon notice as applicable, and 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 installments thereof as directed by the Swing Line Lender and applicable Borrower, or, in 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 absence of such prepayment. If such notice is given by a Borrowerdirection, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereindirect order of maturity. (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) Each In the event Borrower may, upon notice elects to prepay the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by in accordance with the Administrative Agent not later than 11:00 a.m.Loan Documents, New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender Bank of its receipt such notice and of each such notice, and of such Lender’s Bank's Pro Rata Share of such prepayment. If such notice is given . (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 BorrowerBid 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 holds an interest therein, a Borrower shall make prepayment premium equal to the sum of (i) $250; and (ii) the sum of such losses and expenses as such Bank or its Designated Bid Lender, as applicable, may incur by reason of such prepayment, 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. 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. Any prepayment affected Bank or Designated Bid Lender, of Fixed Period Eurodollar Rate Loans a demand for payment accompanied by a calculation, in reasonable detail, of such losses and expenses, which shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be applied to conclusive in the Committed Loans absence of the Lenders in accordance with their respective Pro Rata Sharesmanifest error. (bd) Each of the waivers and acknowledgments of Borrower may, upon notice set forth in Paragraphs 4 and 5 of Exhibit B to the Swing Line Lender (with a copy Note shall apply to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans Borrower's covenants set forth in whole or in part without premium or penalty (other than amounts required pursuant to this 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 therein1.5 as if set forth herein. (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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 p.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereofthereof 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a securities offering, and the receipt of proceeds thereunder, 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 conditions are not satisfied. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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 Total Outstandings at any time exceeds exceed the lesser of (x) ninety percent (90%) of the Sale Value of Financed Hedged Eligible Inventory (or Hedged Value, as to Financed Hedged Eligible Inventory not subject to sales contracts), and (y) the Aggregate Commitments then in effect, a the Borrower shall immediately within one Business Day prepay its 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective the Lenders’ Pro Rata Shares. (b) Each 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 (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the such Swing Line Lender and the Administrative Agent not later than 1:00 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 a the Borrower, a 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 of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments Commitment then in effect, a the Borrower shall immediately prepay its 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) Each Borrower The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof1,000,000; and (iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 or, in excess thereofeach 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. 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. If such notice is given by a Borrowerthe Borrowers, a Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each 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 Total Outstandings at any time exceeds the lesser of the Aggregate Commitments or the Borrowing Base then in effect, a Borrower the Borrowers shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 p.m. (noon) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans, and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Term SOFR Loans shall be in a principal amount of $25,000,000 or a whole multiple of $5,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iiiiv) any prepayment such notice may be conditioned on the effectiveness of Base Rate Loans shall be in a principal amount of $500,000 other financing arrangements or a whole multiple of $100,000 in excess thereofone 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 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Company, a Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans a Term SOFR Loan shall be accompanied by all accrued interest thereonon 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 Pro Rata SharesApplicable Percentages. (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) Each Without prepayment premium or penalty but subject to Section 3.05, Borrower may, upon same Business Day’s notice to Administrative Agent in the Administrative Agent, at any time or from time to time voluntarily prepay Committed case of Base Rate Loans and Daily SOFR Loans, and at least three (3) Business Days’ notice to Administrative Agent in the case of Term SOFR Loans, in the form of a Notice of Loan Prepayment, which Notice of Loan Prepayment shall have been received not later than 11:00 a.m. (New York time) on such applicable date, prepay in whole or in part without premium or penaltythe Revolving Credit Loans; provided provided, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii1) any partial prepayment of Fixed Period Eurodollar 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 ($5,000,000 or a whole multiple of $1,000,000 100,000) in excess thereof; thereof or, in each case, if less, the entire principal amount thereof then outstanding and (iii2) any each prepayment of Base Rate Loans under the foregoing shall be in a principal include, at Administrative Agent’s option, all interest accrued on the amount of $500,000 or a whole multiple principal prepaid to (but excluding) the date of $100,000 in excess thereofprepayment. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender Bank of its receipt of each such notice, and of the amount of such LenderBank’s Pro Rata Share 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. Any ; provided, however, any prepayment notice may be conditioned upon the consummation of Fixed Period Eurodollar Rate Loans shall any financing or acquisition or similar transaction and, to the extent such condition is not satisfied by the effective date specified therein, such prepayment notice may be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05revoked or the effective date specified therein may be delayed. Subject to Section 2.1612.20, each such prepayment shall be applied to the Committed Loans of the Lenders Banks 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) Each Borrower The Company may, upon at least one Business Day's notice in the case of Base Rate Loans and three Business Day's notice in the case of Eurocurrency Rate Loans and Eurodollar Rate Loans, in each case to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Company shall, prepay the outstanding aggregate principal amount of the Loans comprising part of the same Borrowing in whole or ratably in part, together with (i) accrued interest to the date of such prepayment on the aggregate amount prepaid and (ii) in the case of any such prepayment of any of the Term B Loans (A) on or prior to the first anniversary of this Agreement, a premium of 2.00% or (B) on or prior to the second anniversary of this Agreement, a premium of 1.00%, in either case of the aggregate principal amount of Term B Loans being so prepaid; provided, however, that (1) each partial prepayment shall be in an aggregate principal amount of $5,000,000 (which in the case of any prepayment in respect of the Term B Loan, shall include the Dollar Equivalent of any Euro Term B Loans being so prepaid) or an integral multiple of $100,000 (which in the case of any prepayment in respect of a Term B Loan, shall include the Dollar Equivalent of any Euro Term B Loans being so prepaid) in excess thereof and if any prepayment of a Eurocurrency Rate Loan or Eurodollar Rate Loan is made on a date other than the last day of an Interest Period for such Loan, the Company shall also pay amounts owing pursuant to Section 4.5. Any premium payable pursuant to this Section 2.7(a) shall be payable to any Term B Lender only to the extent that any such Term B Lender actually receives a prepayment of the Term B Loans, owing to such Term B Lender, as the case may be. For the avoidance of doubt, the Company shall not be required to pay any prepayment premium to any Term A Lender, Revolving Credit Lender or any Declining Lender. (b) The Company shall make a prepayment of the Loans upon the occurrence of any of the following (each a "MANDATORY PREPAYMENT EVENT") at the following times and in the following amounts (such applicable amounts being referred to as "DESIGNATED PROCEEDS"): (i) Within 180 days after any Asset Sale (other than any Asset Sale permitted under Sections 8.2(a) through 8.2(i) (other than as to any such Section which is addressed in clauses (ii) through (vi) below) to a Person other than a Loan Party or any of their respective Subsidiaries, in an amount equal to 100% of the Net Cash Proceeds actually received by any Loan Party or Subsidiary thereof in connection with such sale, transfer or other disposition; provided that (A) the foregoing shall not apply (1) to Asset Sales, the proceeds (or an amount equal to anticipated proceeds) of which are used or committed to be used by the Company for the financing of fixed or capital assets to be used in the business of the Company and its Subsidiaries prior to or within 12 months after any such Asset Sale, (2) to the extent that the Net Cash Proceeds of all such Asset Sales in any fiscal year are less than the lesser of $10,000,000 and 10% of Consolidated Net Tangible Assets.(as defined in the New Subordinated Notes Indenture) for the most recently ended 12 consecutive month period for which a consolidated balance sheet for the Company and its Subsidiaries has been prepared or (3) to proceeds of Sale/Leaseback Transactions permitted under Sections 8.2(g) and 8.17 and (B) the Company and its Subsidiaries may 57 retain the first $25,000,000 of Net Cash Proceeds of any sale, transfer or other disposition of the Company's San ▇▇▇▇ Plant #3 received or to be received by the Company and its Subsidiaries in the aggregate and shall not be required to prepay Loans in an amount equal to such proceeds, and such proceeds shall not constitute "DESIGNATED PROCEEDS" hereunder. (ii) Within 30 days after any Asset Sale (including by way of merger or consolidation) by a Loan Party or any of their respective Subsidiaries, of any of the Equity Interests in any such Loan Party's Subsidiaries to a Person other than a Loan Party or any of their respective Subsidiaries, in an amount equal to 100% of the Net Cash Proceeds of such Asset Sale. (iii) Promptly, and in any event within 15 days, after the receipt of any Net Cash Proceeds from the issuance of any Other Debt of the Company or any of its Subsidiaries, in an amount equal to 100% of such Net Cash Proceeds. (iv) Within 95 days after the end of each fiscal year ending on or after April 30,2004, in an amount equal to 50% of Excess Cash Flow for such fiscal year (provided that if the aggregate unpaid principal amount of the Term Loans (based on in the case of any Euro Term B Loans, the Dollar Equivalent thereof as of any date of Calculation) as of the end of such fiscal year is less than $400,000,000, then no prepayment shall be required pursuant to this Section 2.7(b)(iv)). (v) Concurrently with the actual receipt of any Net Cash Proceeds from the issuance of any Indebtedness by DMFC, in an amount equal to 100% of the Net Cash Proceeds thereof. (vi) Immediately following any transfer by the Company or any Subsidiary of Receivables pursuant to a Permitted Receivables Facility, in an amount equal to the Net Cash Proceeds of such transfer; provided that if the Permitted Receivables Facility is a revolving program, the Designated Proceeds available for application to the Loans from such Permitted Receivables Facility shall not exceed the maximum outstanding amount of such Permitted Receivables Facility (without giving effect to any reduction in such amount but giving effect to any increase in such amount). (c) Each prepayment of Term Loans pursuant to Section 2.7 (a) shall be applied ratably to the remaining installments of such Term Loans. Each prepayment of Revolving Credit Loans pursuant to Section 2.7(a) shall be applied in accordance with Section 2.7(h) (d) Each prepayment of Loans pursuant to Section 2.7(b) shall be applied, first, ratably to the remaining installments of each of Term Loans and to such installments, subject to Section 2.7(g), in accordance with each Term Lender's Term Percentage and second to the Revolving Credit Loans, Swingline Loans and L/C Advances as set forth in Section 2.7(h). (e) If on any day the Effective Amount of all Revolving Credit Loans plus the Effective Amount of all Swingline Loans plus the Effective Amount of all L/C Obligations exceeds the lesser of (i) the Revolving Credit Commitments and (ii) the Borrowing Base, the Company shall immediately prepay Revolving Credit Loans and/or Swingline Loans or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess. (f) If on any date the Effective Amount of L/C Obligations exceeds the amount of the L/C Commitment, the Company shall Cash Collateralize on such date the outstanding Letters of Credit in an amount equal to the excess of the L/C Obligations over the amount of the L/C Commitment. (g) With respect to any prepayment of Term Loans (other than pursuant to Section 2.7(i)), the Administrative Agent shall ratably pay the Term Lenders in accordance with their applicable Total Term Percentages; provided, however, that any Term B Lender, at its option, to the extent that any Term A Loans are then outstanding, may elect not to accept such prepayment. Upon receipt by the Administrative Agent of any such prepayment, the amount of the prepayment that is available to prepay the Term B Loans shall be deposited in a cash collateral account on terms reasonably satisfactory to the Administrative Agent and the Company (the "PREPAYMENT AMOUNT"), pending application of such amount on the Prepayment Date as set forth below and promptly after such receipt (the date of such receipt being the "RECEIPT DATE"), the Administrative Agent shall give written notice to the Term B Lenders of the amount available to prepay the Term B Loans (to the extent applicable) and the date on which such prepayment shall be made (the "PREPAYMENT DATE"), which date shall be seven Business Days after the Receipt Date. Any Term B Lender declining such prepayment (a "DECLINING LENDER") shall given written notice to the Administrative Agent, Agent by 11:00 a.m. at any time or from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) least three Business Days prior to the Prepayment Date. On the Prepayment Date, an amount equal to that portion of the Prepayment Amount accepted by the Term B Lenders other than the Declining Lenders (such Lenders being the "ACCEPTING LENDERS") to prepay Term B Loans owing to such Accepting Lenders shall be withdrawn from the cash collateral account and applied to prepay Term B Loans owing to such Accepting Lenders on a pro rata basis. Any amounts that would otherwise have been applied to prepay Term B Loans owing to Declining Lenders shall instead be applied to prepay the remaining Term A Loans as provided in this Section 2.7. Notwithstanding anything herein to the contrary no "PREPAYMENT AMOUNT" shall include any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior premiums payable to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share 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. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required Accepting Lenders 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 Shares2.7(a). (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) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans of any Class (as directed by such Borrower) in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, and (B) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; (ii) any partial prepayment of Fixed Period Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 10,000,000 or a whole multiple of $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 (iii) 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 thereofthereof 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 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 Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by a Borrowerthe Company, a the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar a Eurocurrency Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, 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 Applicable Percentages. Amounts prepaid pursuant to this Section 3.05); provided that (i) such notice must 2.03 may not 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 thereinreborrowed. (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) Each A Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily voluntarily, prepay Committed Loans, its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 10:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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 Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the applicable Borrower shall be liable for and shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily may prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share 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. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, 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 but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than amounts $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 3.05); provided that 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 (i3) such Business Days prior notice must be received by the Swing Line Lender Borrower to the Administrative Agent, and in the case of a Borrowing of Base Rate Loans, notice delivered by the Borrower to the Administrative Agent not no later than 1:00 p.m. 10:00 a.m. (Chicago time) on the date of prepayment (or, in each case, such shorter period of time then agreed to by the prepaymentAdministrative Agent), each such notice to specify the prepayment date, the Borrowing or Borrowings to be prepaid and (ii) the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that the prepayment contemplated thereby is subject to the effectiveness or funding of other credit facilities, the completion of any debt or equity offering or the completion of 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 any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each prepayment shall be in a minimum made by the payment of the principal amount to be prepaid and accrued interest and fees thereon to the date fixed for prepayment plus, in the case of $100,000any Eurodollar Loans, any amounts due the Lenders under Section 1.12 hereof. Each such notice shall specify the date and amount prepayment 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 Borrowing shall be due and payable on applied ratably to the date specified thereinLoans included in the prepaid Borrowing. (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) Each Borrower may, at any time and from time to time, prepay the Loans of any Class made to such Borrower, in whole or in part, without premium or penalty, upon at least three Business Days’ irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice pursuant to the preceding sentence shall specify the date and amount of such prepayment and the Type(s) applicable prepayment, the Class of the Loans to be prepaid, the Currency of the Loans to be prepaid and whether the prepayment is of Eurocurrency Loans, ABR Loans (in the case of Loans in Dollars) or a combination thereof, and, if of a combination thereof, the amount allocable to each. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepaymentthereof. If any such notice is given by a Borrowergiven, a Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required payable pursuant to Section 3.05subsection 4.6 and any accrued interest thereon. Subject to Section 2.16, each such prepayment Partial prepayments shall be applied in an aggregate principal amount of at least $1,000,000. Notwithstanding the foregoing, a notice of voluntary prepayment delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by such Borrower (by notice to the Committed Loans of Administrative Agent on or prior to the Lenders in accordance with their respective Pro Rata Sharesspecified effective date) if such condition is not satisfied. (b) Each In the event and on each occasion that any cash proceeds are received by or on behalf of the Company, the Additional Borrower mayor any other Subsidiary in respect of any incurrence by any Subsidiary of any Indebtedness, upon notice other than Indebtedness permitted to be incurred under subsection 8.2, the Company shall, within five Business Days of the day such cash proceeds are received, prepay Term Loans in an aggregate amount equal to the Swing Line Lender (with a copy to amount of such cash proceeds and, if 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) amount of such notice must be received by cash proceeds exceeds 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 aggregate principal amount of $100,000. Each Term Loans outstanding at such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrowertime, 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 prepay Revolving 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. (c) If any mandatory prepayment of Term Loans pursuant to subsection 2.5(b) is made at a time when Term Loans of more than one Class remain outstanding, the Company shall select Term Loans to be prepaid so that the aggregate amount of such prepayment is allocated among all Term Loans pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that the amounts so allocable to Incremental Term Loans of any Series may be applied to other Loans as provided in the applicable Incremental Facility Agreement.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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; provided that, a notice of prepayment of all or any part of the outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesShare. (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) Each Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof 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. 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 pro rata share of such prepayment. If such notice is given by a any Borrower, a such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Sharespro rata shares of such prepayment. (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 Total Outstandings at any time exceeds exceed 100% of the Aggregate Commitments then in effect, a Borrower the Borrowers shall immediately (or within two Business Days after notice thereof from the Administrative Agent if such excess is caused by currency fluctuations), first, prepay its Loans and/or and, second, Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that no Borrower shall 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) Upon the occurrence of a Change in Control, the Administrative Agent shall, at the request of the Required Lenders, notify the Borrowers that the Aggregate Commitments and the Commitment of each Lender shall terminate as of the date of such notice. If such notice of termination has been requested by the Required Lenders, the Administrative Agent shall also, at that time or later, at the request of the Required Lenders, additionally notify the Borrowers that they shall prepay the Outstanding Amount of their Loans and/or Cash Collateralize the Outstanding Amount of their L/C Obligations, and each Borrower agrees that upon such additional notice, such Borrower will promptly prepay the Outstanding Amount of its Loans and/or Cash Collateralize the Outstanding Amount of its L/C Obligations.

Prepayments. (a) Each At any time after the first anniversary of the Closing Date, the Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Committed Loansany Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) such notice must be received by in the Administrative Agent not later than case of prepayment of any Eurodollar Borrowing, 11:00 a.m., a.m. (New York time, ) not less than three (A3) three Business Days prior to any date of prepayment of Eurodollar Rate Loanssuch prepayment, and (Bii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to any the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofsuch 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 each Borrowing or portion thereof to be prepaid. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given by a Borrowergiven, a Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereondesignated in such notice, together with any additional accrued interest to such date on the amount so prepaid in accordance with Section 2.10(c); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 3.052.16. Subject 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 2.16, each such 2.3. Each prepayment of a Borrowing shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice comprising such Borrowing. Notwithstanding anything set forth herein to the Swing Line Lender (with a copy to contrary, 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 outstanding principal amount of $100,000. Each such notice all Loans shall specify remain outstanding for a period of at least one (1) year from the date and amount Borrowing 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 thereinLoans. (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) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Revolving Credit Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; and (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Company, a the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice, if accompanied by a commitment reduction notice in accordance with Section 2.06, may state that it is conditioned upon the effectiveness of other credit facilities or the incurrence of other Indebtedness, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon 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 Revolving Credit Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower 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 (other than amounts required pursuant to Section 3.05)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 a Borrowerthe Company, a Borrower 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 Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the lesser of (i) the Aggregate Commitments and (ii) the Borrowing Base then in effect, a Borrower 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 its 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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 Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. Prepayments of the Loans shall be (a) Each Borrower mayor in the case of Section 3.01(b)(i), upon notice to the Administrative Agentmay be, at any time or from the option of the Borrower), made as set forth below: (i) From time to time voluntarily prepay Committed Loanson any Business Day, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m.Borrower may make a voluntary prepayment, New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share 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. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, 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 as set forth in Section 3.053.01(c) or Section 4.03), of the outstanding principal amount of the Loans; provided that (iA) 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 be received by the Swing Line Lender and to the Administrative Agent not later than 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 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 the SLC (an “LLA Denial”), the Borrower shall, on or before the date 90th calendar day following the Borrower’s receipt of written notice from the SLC of such LLA Denial, prepay 100% of the prepaymentoutstanding 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) the LLA Approval Date has not yet occurred and (ii) any the Initial Purchaser Majority Termination Date has not yet occurred, the Borrower shall no later than 5:00pm on such prepayment date, prepay the Loans, together with all accrued and unpaid interest thereon; provided, however, that, subject to Section 3.01(a), to the extent clause (b) of the second proviso in the definition of “Credit Agreement” in the First Lien Indenture is amended, modified or waived 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 Administrative Agent and the Lenders shall be deemed to have so amended, modified and waived the mandatory prepayment set forth in a minimum principal amount 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 $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 First Lien Indenture and the payment amount specified Second Lien Indenture have been discharged in such notice shall be due accordance with the terms thereof or the Loan Parties’ obligations under each of the First Lien Indenture and payable on the date specified thereinSecond Lien Indenture have been deemed to have been discharged pursuant to Section 8.02 thereof. (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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (iib) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of (1) $5,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof or (2) equal to the entire principal amount thereof then outstanding and (iiic) 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 thereofthereof 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 prepaidprepaid and shall be irrevocable; provided, however, that if 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 deliver shares of its common stock as required by to the terms of such purchase contract, the 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 Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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 principal balance of all the Loans and L/C Obligations at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower The Company may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 prepaymentprepayment (based on such Lender’s Pro Rata Share). If such notice is given by a Borrowerthe Company, a Borrower the Company 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject 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 2.162.11, each such prepayment shall be applied paid 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 Shares 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 respect of each 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 thereinrelevant Facilities. (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) Each Borrower The Borrowers may, upon irrevocable notice (unless the notice is conditioned on a refinancing, a Change of Control or asset sale transaction or other transaction of a similar nature, in which case such notice may be revoked on or prior to such date, in the event such transaction is not consummated on or prior to such date) from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Loans in whole or in part without premium or penaltysubject to the payment of the amounts set forth in Section 2.05(c) below; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 p.m. three (A3) three Business Days prior to any the date of prepayment of Eurodollar Rate Loans, prepayment; and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate the Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be thereof or, in a each case, if less, the entire principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaidthereof then outstanding. 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 Applicable Percentage of such prepayment. If such notice is given by a the Lead Borrower, a Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (unless the notice is conditioned on a refinancing, a Change of Control or asset sale transaction or other transaction of a similar nature, in which case such notice may be revoked on or prior to such date, in the event such transaction is not consummated on or prior to such date). Any such prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereonon the amount prepaid plus any amount owing pursuant to Section 2.05(c). Each such prepayment shall, together with any additional amounts amount required pursuant to Section 3.05. Subject 2.05(c), be applied ratably (except as set forth on Exhibit H) to the outstanding Loans in accordance with the Applicable Percentages of the Lenders. (b) Except as set forth on Exhibit H, prepayments made pursuant to Section 2.16, each such prepayment 2.05(e) below shall be applied ratably to the outstanding Loans in accordance with the Applicable Percentages of the Lenders. Any prepayments (including voluntary and mandatory) up to $32,500,000 in the aggregate shall be first deemed to be applied to the Committed Loans Callable Portion of the Loan and any additional prepayments in excess of $32,500,000 shall thereafter be deemed to be applied to the Non-Callable Portion of the Loans. (c) Notwithstanding anything herein to the contrary, in the event all or any portion of the Callable Portion of the Loans are prepaid or repaid for any reason (including, without limitation, prepayment or repayment following the Borrower’s exercise of its rights under Section 10.13, an acceleration of the Loans, upon the occurrence of an Event of Default, an early acceleration due to the maturity of the ABL Loans or a Change of Control, but excluding any mandatory prepayments on account of a Prepayment Event described in clause (b) of the definition of Prepayment Event) after the second anniversary but on or prior to the fourth anniversary following the Closing Date, such prepayments or repayments shall be accompanied by a repayment/prepayment fee equal to (i) 3.0% of the aggregate principal amount of the Callable Portion of the Loans so prepaid or repaid if such prepayment or repayment occurs at any time during the period commencing after the second anniversary following the Closing Date and ending on (and including) the third anniversary following the Closing Date and (ii) 1.0% of the aggregate principal amount of the Callable Portion of the Loans so prepaid or repaid if such prepayment or repayment occurs at any time during the period commencing after the third anniversary following the Closing Date and ending on (and including) the fourth anniversary following the Closing Date. Furthermore, notwithstanding anything herein to the contrary, (y) in the event all or any portion of the Callable Portion of the Loans are prepaid or repaid for any reason (including, without limitation, prepayment or repayment following an acceleration of the Loans, upon the occurrence of an Event of Default, an early acceleration due to the maturity of the ABL Loans or a Change of Control) on or prior the second anniversary following the Closing Date, such prepayments or repayments shall be accompanied by the Callable Make Whole Amount and (z) in the event all or any portion of the Non-Callable Portion of the Loans are prepaid or repaid for any reason (including, without limitation, prepayment or repayment following the Borrower’s exercise of its rights under Section 10.13, an acceleration of the Loans, upon the occurrence of an Event of Default, an early acceleration due to the maturity of the ABL Loans or a Change of Control, but excluding any mandatory prepayments on account of a Prepayment Event described in clause (b) of the definition of Prepayment Event) on or prior the fifth anniversary following the Closing Date, such prepayments or repayments shall be accompanied by the Non-Callable Make Whole Amount. The prepayment/repayment fee referred to in the first sentence of this clause (c) and Make-Whole Amount shall be paid by the Borrower to the Administrative Agent (ratably for the account of the Lenders, but in any event subject to Exhibit H) on the date of such prepayment or repayment, and promptly thereafter, the Administrative Agent shall disburse such amount to such Lenders in accordance with their respective Pro Rata SharesApplicable Percentage. The parties hereto acknowledge and agree that, in light of the impracticality and extreme difficulty of ascertaining actual damages, the repayment/prepayment fees referred to in the first sentence of this clause (c) and Make Whole Amounts set forth above are intended to be a reasonable calculation of the actual damages that would be suffered by the Lenders as a result of any such repayment/prepayment. The parties hereto further acknowledge and agree that the repayment/prepayment fees referred to in the first sentence of this clause (c) and the Make Whole Amounts are not intended to act as a penalty or to punish the Borrower for any such repayment/prepayment. (d) [intentionally omitted]. (e) Subject to the terms of the Intercreditor Agreement, the Borrowers shall prepay the Loans in an amount equal to the Net Proceeds received by a Loan Party on account of a Prepayment Event (plus any amount due pursuant to Section 2.05(c)), as directed by Section 2.05(f) below, (i) on the date the Net Proceeds are received, if such Net Proceeds were received not later than 2:00 p.m. on such date or (ii) one day after the Net Proceeds are received, if such Net Proceeds were received after 2:00 p.m., in either case in the order of priority set forth in Section 2.05(f); provided, however, that, so long as no Event of Default shall have occurred and be continuing, Net Proceeds on account of a Prepayment Event described in clauses (a) and (b) Each Borrower may, upon notice of the definition of Prepayment Event shall not be required to be so applied to the Swing Line Lender extent a Loan Party uses such Net Proceeds to acquire or repair assets consisting of Term Loan Priority Collateral (with a copy to the Administrative Agent)extent such Net Proceeds arose from the Disposition of Term Loan Priority Collateral) within 180 days of the receipt of such Net Proceeds, it being expressly agreed that (A) any such Net Proceeds not reinvested within the initial 180 day period shall be paid to the Lenders and applied to repay the Loans within five Business Days following the expiration of such 180 day period and (B) if at any time or from time to timeduring such period a Cash Dominion Event shall exist, voluntarily prepay Swing Line Loans such Net Proceeds shall be held in whole or in part without premium or penalty the Term Loan Priority Account until such Net Proceeds are used for the purposes permitted hereunder. (other than amounts required f) Prepayments made pursuant to Section 3.05); provided that (i2.05(e) such notice must shall be received by applied to the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepaymentObligations until all Obligations are paid in full, and (ii) any with each such prepayment shall be allocated in a minimum principal amount accordance with the Applicable Percentages 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 each Lender (except as set forth on the date specified thereinExhibit H). (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) Each Borrower The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be appropriately completed and signed by a Responsible Officer, and received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans, Loans and (B) one Business Day prior to any the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Fixed Period Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) 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 thereofthereof 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, and the applicable Tranche, and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans, and 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 Company (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 noticenotice in respect of any Tranche 1 Loans, and of the amount of such Tranche 1 Lender’s Pro Rata Share 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. If Following such notice is given by a Borrowerthe Company, a Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar a Eurocurrency Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment of Tranche 1 Loans shall be applied to the Committed Tranche 1 Loans of the Tranche 1 Lenders in accordance with their respective Pro Rata Shares. (b) Each Borrower may, upon notice Applicable Tranche 1 Loan Percentages and each such prepayment of Tranche 2 Loans shall be applied to the Swing Line Lender (Tranche 2 Loans of the Tranche 2 Lenders in accordance with a copy their respective Applicable Tranche 2 Loan Percentages. Any prepayment of Committed Loans pursuant to this Section 2.05 shall be applied to reduce the Administrative Agent), at any time or from time subsequent scheduled repayments of Committed Loans of the applicable Tranche to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (other than amounts required be made pursuant to Section 3.05); provided that (i) such notice must be received 2.07 as directed in writing by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date Company or, if no such direction has been provided, in direct order 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 thereinmaturity. (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) Each The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans, Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 noon (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B2) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iiB) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof (or, 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 Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by a the Borrower, a 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, however, that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice of prepayment may, subject to Section 3.05, be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Fixed Period Eurodollar Rate Loans principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.15, each such prepayment prepayments shall be applied paid to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swing Line Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that that, unless otherwise agreed by the Swingline Lender, (iA) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (iiB) any such prepayment shall be in a minimum principal amount of $100,000100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a 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, however, that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other Indebtedness, in which case such notice of prepayment may, subject to Section 3.05, be revoked by the Borrower (by notice to the Swingline 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. (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) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York timea.m. (A) two Business Days prior to any date of prepayment of Term SOFR Loans, (AB) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Alternative Currency Loans and (BC) one Business Day prior to any on the date of prepayment of Base Rate Committed Loans; , (ii) any prepayment of Fixed Period Eurodollar Rate Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $5,000,000 or a whole multiple of $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 (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrower, a such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans a Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied ratably to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower 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 (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 2:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrowerthe Company, a Borrower 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 Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a Borrower the Borrowers shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (Ai) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; and (iib) any prepayment of Fixed Period Eurodollar Rate Loans of either Type shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a thereof or, if less, the entire principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the 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. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, 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. (b) Upon receipt of any Equity Contributions under Section 6.17, the Borrower shall cause the proceeds of such Equity Contributions to be applied as a prepayment of outstanding principal of the Loans in an amount not less than the amount of applicable Correction Payment. (c) If for Any prepayments of Eurodollar Rate Loans shall be accompanied by all accrued interest on the amount prepaid, together with any reason the Outstanding Amount of all Loans and L/C Obligations at any time exceeds the Aggregate Commitments then in effectadditional amounts required pursuant to Section 3.05, a Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessas applicable.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 10:00 a.m. three (A3) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, prepayment; and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a thereof or, if less, the entire principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid. 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such event does not occur or such condition is not satisfied. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with on the amount prepaid and shall be subject to any additional amounts required pursuant to applicable requirements of Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans; 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 such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, unless such notice is made conditional on a transaction or financing, in which case the obligation of the Borrower to make such prepayment (and to pay such payment amount) shall be subject to such conditions. Any prepayment of Fixed Period Eurodollar Rate Loans any Loan shall be accompanied by all accrued interest thereon, together with with, in the case of any Term SOFR Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.17, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each 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 in whole or in part without premium or penalty (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the such 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 $100,0001,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a the Borrower, a 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 of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its 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 Committed Loans and Swing Line Loans the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. On or after the Phase One Completion Date, the Company may upon (a) Each Borrower mayin the case of the Eurodollar Loans or Eurodollar Advances, upon at least (2) Business Days' notice and (b) in the case of Base Rate Loans or Base Rate Advances, telephonic notice not later than 12:00 noon (New York City time) on the date of prepayment, to the Administrative AgentAgent which specifies the proposed date and aggregate principal amount of the prepayment and the Type of Loans or Certificate Advances to be prepaid, at any time 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 from time ratably in part, together with accrued interest to time voluntarily prepay Committed Loans, the date of such prepayment on the amount prepaid or the outstanding principal amounts of the Certificate Advances in whole or in part without premium or penaltypart, together with accrued yield to the date of such prepayment on the amount prepaid; provided provided, however, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of each partial prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $5,000,000 3,000,000 or a whole an integral multiple of $1,000,000 500,000 in excess thereof; , and (iiiii) 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 shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share 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 Base Rate Advances on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant Business Day prior 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 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 Section 2.02(c); or if, after giving effect to such prepayment, and (ii) any 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 a minimum principal the Certificate Advances being less than 3% of the aggregate 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 Certificate Advances then outstanding. The Original Section 3.02 shall be amended, restated, superseded and replaced with the Aggregate Commitments then following amended text of Section 3.02 of the Participation Agreement, effective upon consummation of all of the assignments described 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.paragraph 1 above:

Prepayments. (a) Each Borrower mayMBIA shall have the right at any time, ----------- ----------- and from time to time, upon at least three (3) Business Days notice to the Administrative Agent, at any time or from time Agent to time voluntarily prepay Committed Loansprepay, in whole or in part without premium or penalty; provided that (i) such notice must be received by part, Loans at the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereoftime outstanding. Each Any such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaidprepaid and the date of prepayment. The Administrative Agent will shall promptly notify each Lender the Banks of its receipt the contents of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrower, a Borrower Amounts to be 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 thereinin the applicable notice of prepayment. Any Interest on the amount prepaid, accrued to the prepayment date, shall be paid on such date. Each partial prepayment of Fixed Period Eurodollar Rate Loans made pursuant to this paragraph shall be accompanied by all accrued interest thereon, 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 in a principal amount of the Lenders in accordance with their respective Pro Rata Sharesat least $1,000,000. (b) Each Borrower may, upon notice 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 Swing Line Lender (Escrow Account in accordance with a copy to Section 8 of 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 Security Agreement as of such date exceed the sum of (i) such notice must be received by the Swing Line Lender aggregate amount of accrued and the Administrative Agent not later than 1:00 p.m. unpaid interest on the date of the prepaymentLoans, and plus (ii) any interest which will accrue on the Loans remaining outstanding after giving effect to such prepayment shall be from the prepayment date to but excluding the next scheduled interest payment date, in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepaymentexcess. If such notice is given by a BorrowerInterest on the amount prepaid, a Borrower shall make such accrued to the prepayment and the payment amount specified in such notice date, shall be due and payable paid on the date specified thereinsuch date. (c) If for any reason the Outstanding Amount Amounts prepaid or repaid in respect 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 excessmay not be reborrowed.

Prepayments. (a) Each 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 Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Term Loans and the Revolving Loans in whole or in part from time to time on any Business Day, without premium penalty or penaltypremium; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; thereof (or in the entire remaining principal balance of the Loans, as applicable), and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof (or in the entire remaining principal balance of the Loans). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Segment to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share Applicable Percentage 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. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, 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 In addition to the Swing Line Lender 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 (with a copy a) above, Borrower shall make the following required prepayments of the Loans, each such payment to be made to the Administrative Agent)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, at notwithstanding the foregoing, up to $1,000,000 in the aggregate of Net Cash Proceeds from any time 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 from time otherwise used to timereplace the property sold; provided further that, voluntarily prepay Swing Line 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 whole 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 part without premium 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 penalty 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 (other than amounts required pursuant 180) days after receipt of such Extraordinary Receipts, the Administrative Agent may apply such Extraordinary Receipts to the Obligations in accordance with this Section 3.052.06(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 that in Section 2.06(a)): First, (i) with respect to such notice must be received by prepayments other than voluntary prepayments of the Swing Line Lender and Revolving Loans, to payment of that portion of the Administrative Agent not later than 1:00 p.m. 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 date of Term Loan Maturity Date), ratably among the prepaymentTerm 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 prepayment shall be Lenders or such Affiliates in a minimum principal amount of $100,000. Each such notice shall specify proportion to the date respective amounts described in this clause Third held by them; and amount of such prepayment. If such notice is given by a BorrowerLast, a Borrower shall make such prepayment and to the payment amount specified of any other amounts constituting Obligations, ratably among the Administrative Agent, the Lenders and their Affiliates in such notice shall be due and payable on proportion to the date specified thereinrespective amounts described in this clause held by them. (cd) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed 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; 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) Each 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 Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Term Loans and the Revolving Loans in whole or in part from time to time on any Business Day, without premium penalty or penaltypremium; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; thereof (or in the entire remaining principal balance of the Loans, as applicable), and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof (or in the entire remaining principal balance of the Loans). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans Segment to be prepaid. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share Applicable Percentage 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. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, 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 In addition to the Swing Line Lender 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 (with a copy a) above, Borrower shall make the following required prepayments of the Loans, each such payment to be made to the Administrative AgentAgent 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), at any time or from time to time(b), voluntarily prepay Swing Line Loans in whole or in part without premium or penalty (c), (d), (e), (f), (g), (h) and (j) of Section 7.05, and, other than amounts required pursuant 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 3.057.05); provided that 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 notice must be received by prepayments other than voluntary prepayments of the Swing Line Lender and Revolving Loans, to payment of that portion of the Administrative Agent not later than 1:00 p.m. 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 date of Term Loan Maturity Date), ratably among the prepaymentTerm 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 prepayment shall be Lenders or such Affiliates in a minimum principal amount proportion to the respective amounts described in this clause Second held by them; Third, to payment of $100,000. Each such notice shall specify that portion of 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 Obligations constituting any termination payments due and payable on 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 date specified thereinAdministrative 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. (cd) If for any reason the Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed 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; 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. (a) Each A Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, its Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 5 million or a whole multiple of $1,000,000 1 million in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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 Applicable Percentage of such prepayment. If such notice is given by a Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each 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 (other than amounts required pursuant to Section 3.05)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 a Borrower, a 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 Outstanding Amount of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the applicable Borrower shall be liable for, and shall immediately prepay its Loans or their Loans, as applicable, and/or Cash Collateralize the its or their L/C Obligations Obligations, as applicable, in an aggregate amount equal to such excess; provided, however, that the Borrowers shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(c), unless after the prepayment in full of the Loans, the Total Outstandings exceed the Commitments then in effect.

Prepayments. (a) Each The Borrower may, may upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (Ax) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (By) one Business Day prior to any on the date of prepayment of Base Rate Loans; , (iiB) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; , and (iiiC) 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 thereofthereof 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. 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 's Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages; provided that, in each case first to Base Rate Loans and then to Eurodollar Rate Loans specified in such notice in direct order of Interest Period maturities. (b) Each The Borrower may, 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)penalty; provided that (ia) 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 (iib) 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 the Borrower, a 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 of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its the Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excessexcess for so long as such condition shall exist; provided, however, that subject to the provisions of Section 2.03(g)(ii), 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 and Swing Line Loans, the Total Outstandings exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 10,000,000 or a whole multiple of $100,000 1,000,000 in excess thereofthereof 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. 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 Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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 Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its 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. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily may prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share 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. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, 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 but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than amounts $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 3.05); provided that 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 (i3) such Business Days prior notice must be received by the Swing Line Lender Borrower to the Administrative Agent, and in the case of a Borrowing of Base Rate Loans, notice delivered by the Borrower to the Administrative Agent not no later than 1:00 p.m. 10:00 a.m. (Chicago time) on the date of prepayment (or, in each case, such shorter period of time then agreed to by the prepaymentAdministrative Agent), each such notice to specify the prepayment date, the Borrowing or Borrowings to be prepaid and (ii) the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that the prepayment contemplated thereby is subject to the effectiveness or funding of other credit facilities, the completion of any debt or equity offering or the completion of 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 any such notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each prepayment shall be in a minimum made by the payment of the principal amount to be prepaid and accrued interest and fees thereon to the date fixed for prepayment plus, in the case of $100,000any Eurodollar Loans, any amounts due the Lenders under Section 1.12 hereof. Each such notice shall specify the date and amount prepayment 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 Borrowing shall be due applied ratably to the Loans included in the prepaid Borrowing and payable on shall be applied to the date specified thereinscheduled payments of principal pursuant to Section 1.8 in the direct order of maturity. (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) Each The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans, Term Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three two (2) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, 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.the

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 5 million or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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 's Applicable Percentage of such prepayment. If such notice is given by a the Borrower, a 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 Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Each Applicable Percentages. 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 (other than amounts required pursuant to Section 3.05)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 a the Borrower, a 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 of all Loans and L/C Obligations Administrative Agent notifies the Borrower at any time exceeds that the Total Outstandings at any such time exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to reduce such excessOutstanding Amount as of such date of payment to an amount not to exceed 100% of the Aggregate Commitments then in effect; provided, however, that subject to the provisions of Section 2.03(g)(ii), 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 Commitments then in effect.

Prepayments. (a) Each Borrower The Company may, upon written notice or telephonic notice confirmed in writing to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such written or telephonic notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 9:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) 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 thereofthereof or, in each of 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 prepaidprepaid and, if Eurodollar Rate Loans are to be repaid, 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Company, a Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.162.13, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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 Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a Borrower then the Company shall immediately prepay its Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.

Prepayments. (a) Each Borrower The Borrowers may, upon notice (which notice may be by telephone and immediately confirmed in writing) from the Borrowing Agent to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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, whether the Loans to be repaid are Term Loans or Revolving Loans 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 ratable portion of such prepaymentprepayment (based upon such Lenders’ Applicable Percentage in respect of the relevant Facility). If such notice is given by a Borrowerthe Borrowing Agent, a Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, in the case of a prepayment in anticipation of a refinancing of all or a portion of a Facility, any such notice may state that it is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowing Agent (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of the relevant Facilities. (b) Each Borrower The Borrowers may, upon notice from the Borrowing Agent 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)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 a the Borrower, a Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (c) If for any reason In connection with the Outstanding Amount of all Loans Singapore Loan, WFS may, upon notice (which notice may be by telephone and L/C Obligations immediately confirmed in writing) from the Borrowing Agent to the Administrative Agent, at any time exceeds prior to the Aggregate Commitments then 60th day following the First Amendment Effective Date, voluntarily prepay Term Loans in effecta principal amount not exceeding $50,000,000 (such amount, the “Singapore Loan Funding Prepayment”) without premium or penalty; provided that such notice must be received by the Administrative Agent not later than 11:00 a.m. three Business Days prior to the proposed date of prepayment. Such notice shall specify the date and amount of such prepayment, state that such prepayment shall constitute the Singapore Loan Funding Prepayment, identify the Term Loans to be repaid, and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Term Loan Lender of its receipt of each such notice, and of the amount of such Term Loan Lender’s ratable portion of such prepayment (based upon such Term Loan Lender’s Applicable Percentage of the Term Loan Borrowing). If such notice is given by the Borrowing Agent , WFS shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that notice of the Singapore Loan Funding Prepayment may state that it is conditioned upon the availability of credit facilities (including the Revolving Credit Facility), in which case such notice may be revoked by the Borrowing Agent (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Any prepayment of a Borrower Eurodollar Rate Loan shall immediately prepay be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. The amount of the Singapore Loan Funding Prepayment shall be applied as a pro rata reduction of each principal repayment installment of the Term Loan Borrowing required under Section 2.07(a) and shall be applied to the Term Loans of each Term Loan Lender in accordance with its Loans and/or Cash Collateralize respective Applicable Percentage in the L/C Obligations Term Loan Facility. Upon receipt of the Singapore Loan Funding Prepayment by the Administrative Agent, the Term Loan Commitment of each Term Loan Lender shall be reinstated in the form a commitment (in an aggregate amount equal to such excessTerm Loan Lender’s Applicable Percentage of the Singapore Loan Funding Prepayment) by such Term Loan Lender to, as applicable, fund its Applicable Percentage of the Singapore Loan or purchase its Singapore Loan Risk Participation from the Singapore Funding Lender. Notwithstanding any provision contained herein, the Singapore Loan Funding Prepayment shall not be distributed to the Term Loan Lenders but shall be applied either to the funding of the Singapore Loan or to the purchase of the Singapore Loan Risk Participations as provided in the Singapore Loan Amendment.

Prepayments. (a) Each Borrower The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 p.m. (noon) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $25,000,000 or a whole multiple of $5,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iiiiv) any prepayment of Base Rate Loans such notice shall be in a principal amount irrevocable but may be conditioned on the effectiveness of $500,000 other financing arrangements or a whole multiple of $100,000 in excess thereofone 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Company, a Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required to be paid pursuant to Section 3.05. Subject to Section 2.162.14, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (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) Each Borrower may, upon notice to the Administrative AgentThe Borrower, at any time or from time to time voluntarily prepay Committed Loans, in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share 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. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, 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 may prepay Swing Line Loans the outstanding aggregate principal amount of any part of the Credit Facility in whole or in part without premium or penalty (other than amounts required pursuant part, with accrued interest on the principal amount prepaid to Section 3.05); provided that the date of such prepayment, provided, however, that: (i) such a prepayment may only be made if the Borrower has given to the Bank written notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on of at least thirty (30) Business Days prior to the date of prepayment stating the prepayment, proposed date of the prepayment and the amount to be prepaid; and (ii) any such in addition to the principal prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify and accrued interest, the date and amount of such prepayment. If such notice is given by a Borrower, a Borrower shall make such prepayment 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 payment 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 specified required in such notice shall accordance with Schedule A of the Offer of Finance, if any, plus; E. any unpaid Additional Interest; (b) Amounts prepaid may not be due and payable on the date specified therein.reborrowed; and, (c) If for any reason the Outstanding Amount Borrower, after having given a notice of all Loans and L/C Obligations at any time exceeds prepayment, fails to make such prepayment or fails to make such prepayment on the Aggregate Commitments then in effectdate specified, a the Borrower shall immediately prepay its Loans and/or Cash Collateralize pay to the L/C Obligations Bank such amount as the Bank may certify (such certification to be conclusive in an aggregate amount equal the absence of manifest error) as is necessary to compensate the Bank for any cost or expense resulting from or in connection with such excessfailure.

Prepayments. (a) Each Borrower The Company may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 p.m. (noon) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Term SOFR Loans shall be in a principal amount of $25,000,000 or a whole multiple of $5,000,000 in excess thereof; (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (iiiiv) any prepayment such notice may be conditioned on the effectiveness of Base Rate Loans shall be in a principal amount of $500,000 other financing arrangements or a whole multiple of $100,000 in excess thereofone 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 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 Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Company, a Borrower the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans a Term SOFR Loan shall be accompanied by all accrued interest thereonon 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 Pro Rata SharesApplicable Percentages. (b) Each Borrower 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 (other than amounts required pursuant to Section 3.05)penalty; provided that (iA) 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 (iiB) 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 Borrowerthe Company, a Borrower 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 Outstanding Amount of all 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 Obligations at any time exceeds the Aggregate Commitments then in effect, a Borrower shall immediately prepay its Loans 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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in the case of Base Rate Loans resulting from a Borrowing under Section 2.03(c), such lesser amount as will reduce the aggregate amount of outstanding Base Rate Loans to 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. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Pro Rata Share of such prepayment. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period a Eurodollar Rate Loans Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each 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 Total Outstandings at any time exceeds exceed the Aggregate Commitments then in effect, a the Borrower shall immediately prepay its Loans and/or in an aggregate amount equal to such excess or, if the amount of such excess exceeds the outstanding Loans, shall prepay all outstanding Loans and then Cash Collateralize the L/C Obligations in an aggregate amount equal sufficient to such excesscause the Total Outstandings to not exceed the Aggregate Commitments then in effect.

Prepayments. (a) Each Borrower The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, the Term Loan in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Bankers’ Acceptance Advances and (B) one Business Day prior to any on the date of prepayment of Base Prime Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans Bankers’ Acceptance Advances shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base 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 thereofthereof 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 prepaidprepayment. 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 Applicable Percentage of such prepayment. If such notice is given by a Borrowerthe Borrowers, a Borrower the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans request to prepay a Bankers’ Acceptance Advance shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant require the Borrowers to Section 3.05Cash Collateralize such Bankers’ Acceptance Advances. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans Commitments of the Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (b) Each Borrower may, upon notice to the Swing Line Lender Any amounts prepaid in accordance with (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 (ia) such notice must above cannot 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 thereinreborrowed. (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) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, Loans and (B) one Business Day prior to any on the date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof; , and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment of all outstanding Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective the Lenders’ Pro Rata Shares. (b) Each 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 (other than amounts required pursuant to Section 3.05)penalty; provided that (i) such notice must be received by the such Swing Line Lender and the Administrative Agent not later than 1:00 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 a the Borrower, a 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 of all Loans and L/C Obligations Total Outstandings at any time exceeds exceed the Aggregate Commitments Commitment then in effect, a the Borrower shall immediately prepay its 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) Each Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Committed Loansany Loan, in whole or in part without premium part, by giving irrevocable written notice (or penalty; provided that (itelephonic notice promptly confirmed in writing) such notice must be received by the Administrative Agent not to Lender no later than 11:00 a.m., New York time, a.m. (ACentral Time) not less than three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loanssuch prepayment; provided, and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (ii) any prepayment of Fixed Period Eurodollar Rate Loans shall be in a principal that the amount of any such prepayment shall not be less than $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof100,000. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) of Loans principal amount to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by a Borrowergiven, a Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans shall be accompanied by all accrued interest thereondesignated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.13(a) and any additional amounts required prepayment fee pursuant to Section 3.052.14(e). Subject to Section 2.16If no such notice is given, each prepayment shall be applied against the remaining installments of principal due in respect of the Construction and Term Loans. (b) If Borrower issues any membership interests, any other equity interests, or any debt securities, then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith; provided, that no such prepayment shall be required in the event Borrower issues membership interests or other equity interests and the proceeds of such issuance are invested in assets that constitute either plant or equipment of Borrower and such assets become Collateral subject to Lender’s first priority security interest. Any such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. paragraph (bc) 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 thereinbelow. (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 Any prepayments made by Borrower shall immediately prepay its be applied as follows: first to fees and reimbursable expenses of Lender then due and payable pursuant to any of the Loan Documents; second to interest then due and payable on Loans and/or Cash Collateralize made to Borrower; third to the L/C Obligations principal balance of the Construction and Term Loans, in an aggregate inverse order of maturity, until the same shall have been paid in full; fourth to the principal balance of the Revolving Loans, until the same shall have been paid in full. The applicable Commitments shall be permanently reduced by the amount equal of any prepayments made pursuant to such excessclause third and fourth above.

Prepayments. (a) Each The Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Committed Loans, Loans in whole or in part without premium or penalty; provided that (ia) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, a.m. (Ai) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans, Term SOFR Loans and (Bii) one Business Day prior to any on the date of prepayment of Base Rate Loans; (iib) any prepayment of Fixed Period Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiic) 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 thereofthereof 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. 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. If such notice is given by a the Borrower, a the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of Fixed Period Eurodollar Rate Loans a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.055.05. Subject to Section 2.16, each Each such prepayment shall be applied to the Committed Loans under the applicable Tranche outstanding at the direction of the Lenders Borrower and will be applied to the outstanding Loans under such Tranche of each Lender 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 Shares 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 thereinTranche. (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.