Common use of Right to Prepay Clause in Contracts

Right to Prepay. The Borrowers shall have the right at their option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 below, in Section 5.8 and Section 5.10). Whenever the Borrowers desire to prepay any part of the Loans, the Borrowing Agent shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in the case of Loans bearing interest at the Term SOFR Rate Option, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment among the Revolving Credit Loans, Term Loans and Delayed Draw Term Loans; (iii) a statement indicating the application of the prepayment among Loans to which the Base Rate Option, Term SOFR Rate Option or Daily Simple SOFR Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, the lesser of (A) the Revolving Facility Usage as applicable or (B) $100,000, or (B) in the case of prepayment of Term Loans or Delayed Draw Term Loans, $100,000.

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Borrowing Agent it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in the case of Loans bearing interest at the Term SOFR LIBOR Rate Option, or no later than 1:00 p.m. Eastern Time on the date of prepayment of Swingline Loans, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans and Delayed Draw Term Swingline Loans; (iii) a statement indicating the application of the prepayment among between Loans to which the Base Rate Option, Term SOFR Option applies and Loans to which the LIBOR Rate Option or Daily Simple SOFR Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, than the lesser of (A) the Revolving Facility Usage as applicable or (B) $100,000100,000 for any Swingline Loan or $100,000 for any Revolving Credit Loan or Term Loan. All prepayment notices shall be irrevocable; provided that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, or debt or equity issuances or other transactions specified therein, in which case such notice may be revoked by the Borrower (Bby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.2 shall be applied to the unpaid installments of principal of the Term Loans in order of scheduled maturities (unless otherwise specified by the Borrower). Except as provided in Section 4.4(c) [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (1) first to Revolving Credit Loans and then to Term Loans; and (2) after giving effect to the allocations in clause (1) above and in the case of preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the LIBOR Rate Option applies. Any prepayment of Term Loans or Delayed Draw Term Loans, $100,000hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity].

Right to Prepay. The Borrowers shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire to prepay any part of the Loans, the Borrowing Agent shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans or Accordion Term Loans, Term Loans or Delayed Draw Term Loans as applicable, that bear interest at the Base Rate Option or the Daily Simple SOFR Option and Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Credit Loans or Accordion Term Loans, as applicable, denominated in the case of Loans bearing Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans or Accordion Term Loans, as applicable, denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option or the Term RFR Option; or (v) no later than 1:00 p.m. Eastern Time on the date of prepayment of Swing Loans, in each case of the foregoing option in this Section 5.6.1, setting forth the following information: (i) 5.6.1.1 the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) 5.6.1.2 a statement indicating the application of the prepayment among between the Revolving Credit Loans, Accordion Term Loans and Delayed Draw Term Swing Loans, ; (iii) 5.6.1.3 a statement indicating the application of the prepayment among Loans to which the Base Rate OptionOption applies, Term SOFR Rate Option or applies, Daily Simple SOFR Option applies, Daily Simple RFR Option applies and the Term RFR Option; and (iv) 5.6.1.4 the currency of such Loan and total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, than the lesser of (i) (A) the Revolving Facility Usage as applicable or (B) $100,000500,000 for any Swing Loan or $1.000.000 for any Revolving Credit Loan or Accordion Term Loan or (ii) the then outstanding balance of such Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, or together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Accordion Term Loan prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to reduce pro rata the remaining scheduled amortization installments of principal of the Accordion Term Loans. Except as provided in Section 4.4.3 [Administrative Agent’s and Lender’s Rights], if the Borrowers prepay a Loan but fail to specify the applicable Borrowing Tranche which the Borrowers are prepaying (Bor which Borrower is effectuating such prepayment), the prepayment shall be applied to the outstanding Borrowing Tranches as determined by Administrative Agent and in such case (i) first to Revolving Credit Loans which are not Alternative Currency Loans, then to Alternative Currency Loans and then to Swing Loans and then to Accordion Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the case of preceding sentence, first to Loans to which the Base Rate Option applies, then to other Loans denominated in Dollars, then to Term RFR Loans denominated in an Alternative Currency. Any prepayment of Term Loans or Delayed Draw Term Loans, $100,000hereunder shall be subject to the Borrowers’ Obligation to indemnify the Lenders under Section 5.10 [Indemnity]. Prepayments shall be made in the currency in which such Loan was made unless otherwise directed by the Administrative Agent.

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 5.6(b) [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Borrowing Agent it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in prior to the case date of prepayment of the Revolving Credit Loans bearing that bear interest at the Term SOFR Rate Option, or no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: (ia) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (iib) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans and Delayed Draw Term Swing Loans; (iiic) if applicable, a statement indicating the application of the prepayment among between the between Loans to which the Base Rate OptionOption applies, Loans to which the Term SOFR Rate Option or applies and Loans to which the Daily Simple SOFR Option applies; and (ivd) the total principal amount of such prepayment, which shall not be less than: than the lesser of (Ai) in the case of prepayment of Revolving Credit Loans, the lesser of (A) the Revolving Facility Usage as applicable or (Bii) $100,000100,000 for any Swing Loan or $500,000 for any Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, or (Btogether with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4(c) in [Administrative Agent’s and ▇▇▇▇▇▇’s Rights], if the case of Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment of Term Loans or Delayed Draw Term shall be applied first to Base Rate Loans, $100,000then to Daily SOFR Loans, then to Term SOFR Rate Loans. Any prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity].

Right to Prepay. The Borrowers Each Borrower shall have the right at their option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire any Borrower desires to prepay any part of the Loans, the Borrowing Agent such Borrower shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three four (34) Business Days in prior to the case date of Loans bearing interest at prepayment of any Optional Currency Loans, or no later than 1:00 p.m. on the Term SOFR Rate Optiondate of prepayment of Swing Loans, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans and Delayed Draw Term Swing Loans; (iii) a statement indicating the application of the prepayment among between Loans to which the Base Rate Option, Term SOFR Option applies and Loans and Optional Currencies to which the Euro-Rate Option or Daily Simple SOFR Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than: equal to (Ai) in the case of prepayment any Base Rate Loan, $1,000,000 (or Dollar Equivalent thereof), with minimum increments thereafter of Revolving Credit Loans$500,000 (or Dollar Equivalent thereof), the lesser of (A) the Revolving Facility Usage as applicable or (B) $100,000, or (Bii) in the case of prepayment of Term Loans or Delayed Draw Term Loansany Euro-Rate Loan, $100,0005,000,000 (or Dollar Equivalent thereof), with minimum increments thereafter of $1,000,000 (or Dollar Equivalent thereof), and (iii) in the case of any Swing Loan, $500,000, with minimum increments thereafter of $250,000 (prepayments of Loans with different Interest Rate Options or Interest Periods shall be deemed separate prepayments for the purposes of the foregoing). All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4.4 [Administrative Agent’s and Lender’s Rights], if the Borrowers prepay a Loan but fails to specify the applicable Borrowing Tranche which the Borrowers are prepaying, the prepayment shall be applied (i) first to Revolving Credit Loans to which the Base Rate Option applies, (ii) then to Revolving Credit Loans to which the Euro-Rate Option applies which are not in Optional Currencies, (iii) then to Revolving Credit Loans in Optional Currencies, (iv) then to Swing Loans to which the Base Rate Option Applies, and (v) then to Swing Loans to which the Euro-Rate Option applies. Any prepayment hereunder shall be subject to the Borrowers’ Obligation to indemnify the Lenders under Section 5.10 [Indemnity]. Prepayments shall be made in the currency in which such Loan was made, unless otherwise directed by the Administrative Agent.

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Borrowing Agent it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in the case of Loans bearing interest at the Term SOFR BSBY Rate Option, or no later than 1:00 p.m. Eastern Time on the date of prepayment of Swingline Loans, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans and Delayed Draw Term Swingline Loans; (iii) a statement indicating the application of the prepayment among between Loans to which the Base Rate Option, Term SOFR Option applies and Loans to which the BSBY Rate Option or Daily Simple SOFR Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, than the lesser of (A) the Revolving Facility Usage as applicable or (B) One Hundred Thousand and 00/100 Dollars ($100,000100,000.00) for any Swing Loan or Two Million and 00/100 Dollars ($2,000,000.00) for any Revolving Credit Loan. All prepayment notices shall be irrevocable; provided that 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), or in which case such notice may be revoked or postponed by the Borrower (Bby written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or (at option of the Borrower) waived. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the case of date on which the proposed prepayment of Term is to be made. Except as provided in Section 4.4(c) [Administrative Agent’s and Lender’s Rights], if the Borrower prepays a Loan but 264461831 fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (1) first to Loans or Delayed Draw Term Loansto which the Base Rate Option applies, $100,000then to Loans to which the BSBY Rate Option applies. Any prepayment hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity].

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans Loans, in whole or part part, without premium or penalty (except as provided in Section 5.13 below, in Section 5.8 and Section 5.10). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Borrowing Agent it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw 2024 Incremental Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in the case of Loans bearing interest at the Term SOFR Rate Option, or no later than 1:00 p.m. Eastern Time on the date of prepayment of Swingline Loans, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans, 2024 Incremental Term Loans and Delayed Draw Term Swingline Loans; (iii) a statement indicating the application of the prepayment among between Loans to which the Base Rate Option, Option applies and Loans to which the Term SOFR Rate Option or Daily Simple SOFR Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, than the lesser of (A) the Revolving Facility Usage as applicable or (B) $100,000100,000 (or if less the full outstanding amount) for any Swingline Loan or $500,000 for any Revolving Credit Loan, or Term Loan or 2024 Incremental Term Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.2 shall be applied to the unpaid installments of principal of the Term Loans on a pro rata basis. All 2024 Incremental Term Loan prepayments permitted pursuant to this Section 5.2 shall be applied to the unpaid installments of principal of the 2024 Incremental Term Loans on a pro rata basis. Except as provided in Section 4.4(c), if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (B1) first to Revolving Credit Loans and then to Term Loans and then to 2024 Incremental Term Loans; and (2) after giving effect to the allocations in clause (1) above and in the case of preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the Term SOFR Rate Option applies. Any prepayment of Term Loans or Delayed Draw Term Loans, $100,000hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10.

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Borrowing Agent it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in the case of Loans bearing interest at the Term BSBY Rate OptionTerm SOFR Rate Option, or no later than 1:00 p.m. Eastern Time on the date of prepayment of Swingline Loans, setting forth the following information: : (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; ; (ii) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans and Delayed Draw Term Swingline Loans; ; (iii) a statement indicating the application of the prepayment among between Loans to which the Base Rate Option, Term Option applies and Loans to which the BSBY Rate OptionTerm SOFR Rate Option or Daily Simple SOFR Option applies; and and (iv) the total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, than the lesser of (A) the Revolving Facility Usage as applicable or (B) $100,000, or (B) in the case of prepayment of Term Loans or Delayed Draw Term Loans, $100,000.One Hundred Thousand and

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.10). Whenever the Borrowers desire to prepay any part of the Loans, the Borrowing Agent shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Credit Loans or Term Loans denominated in the case of Loans bearing Dollars that bear interest at the Term SOFR Rate Option; (iii) at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans denominated in Optional Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans denominated in Optional Currencies that bear interest at the Term RFR Option; or (v) no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: (ia) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (iib) a statement indicating the application of the prepayment among the Revolving Credit Loans, the Term Loans and Delayed Draw Term Swing Loans; (iiic) a statement indicating the application of the prepayment among between Loans to which the Base Rate Option, the Eurocurrency Rate Option, Term SOFR Rate Option or Daily Simple SOFR the Term RFR Option applies; and (ivd) the total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, than the lesser of (Ai) the Revolving Facility Usage as applicable or (Bii) $100,000100,000 for any Swing Loan or $100,000 for any Revolving Credit Loan or Term Loan. Any prepayment notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions, or but otherwise shall be irrevocable. Subject to the foregoing sentence, the principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to the remaining scheduled principal installments of the Term Loans as the Borrower shall direct. Except as provided in Section 4.4.3 [Administrative Agent’s and ▇▇▇▇▇▇’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (Bi) first to Revolving Credit Loans and then to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the case of preceding sentence, first to the Loans subject to the Base Rate Option, then to Loans subject to the Term SOFR Rate Option, then to Loans subject to the Term Rate Loan Option denominated in an Optional Currency. Any prepayment of Term Loans hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity]. Prepayments shall be made in the currency in which such Loan was made unless otherwise directed by the Administrative Agent or Delayed Draw Term Loans, $100,000agreed to by the Required Lenders.

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Borrowing Agent it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Credit Loans or Term Loans denominated in the case of Loans bearing Dollars that bear interest at the Term SOFR Rate Option; (iii) at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans or Term Loans denominated in Optional Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans denominated in Optional Currencies that bear interest at the Term RFR Option; or (v) no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: (ia) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (iib) a statement indicating the application of the prepayment among the Revolving Credit Loans, the Term Loans and Delayed Draw Term Swing Loans; (iiic) a statement indicating the application of the prepayment among between Loans to which the Base Rate Option, the Eurocurrency Rate Option, Term SOFR Rate Option or Daily Simple SOFR the Term RFR Option applies; and (ivd) the total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, than the lesser of (Ai) the Revolving Facility Usage as applicable or (Bii) $100,000100,000 for any Swing Loan or $100,000 for any Revolving Credit Loan or Term Loan. Any prepayment notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions, or but otherwise shall be irrevocable. Subject to the foregoing sentence, the principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to the remaining scheduled principal installments of the Term Loans on a pro rata basis (Bincluding the payment of principal due on the Term Loan Maturity Date of each Term Loan). Except as provided in Section 4.4.3 [Administrative Agent’s and ▇▇▇▇▇▇’s Rights], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Revolving Credit Loans and then to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the case of preceding sentence, first to the Loans subject to the Base Rate Option, then to Loans subject to the Term SOFR Rate Option, then to Loans subject to the Term Rate Loan Option denominated in an Optional Currency. Any prepayment of Term Loans hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10 [Indemnity]. Prepayments shall be made in the currency in which such Loan was made unless otherwise directed by the Administrative Agent or Delayed Draw Term Loans, $100,000agreed to by the Required Lenders.

Right to Prepay. The Borrowers Each Borrower shall have the right at their option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 5.6.2 [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire any Borrower desires to prepay any part of the Loans, the Borrowing Agent such Borrower shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time p.m. (a) at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term any Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and Option; (b) at least three (3) Business Days prior to the date of prepayment of the Loans denominated in the case of Loans bearing Dollars that bear interest at the Term SOFR Rate Option; (c) at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans denominated in Optional Currencies that bear interest at the Eurocurrency Rate Option and (d) at least four (4) Business Days prior to the date of prepayment of any Loans denominated in Optional Currencies that bear interest at the Daily Simple RFR Option or Term RFR Option (or, in any case of clauses (a) through (d) above, notice delivered upon such shorter period of time then agreed to by the Administrative Agent), or no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: (ia) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment among the Revolving Credit Loans, Term Loans and Delayed Draw Term Loans; (iii) a statement indicating the application of the prepayment among Loans to which the Base Rate Option, Term SOFR Rate Option or Daily Simple SOFR Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, the lesser of (A) the Revolving Facility Usage as applicable or (B) $100,000, or (B) in the case of prepayment of Term Loans or Delayed Draw Term Loans, $100,000.

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans of any Class, in whole or part part, without premium or penalty (except as provided in Section 5.13 below, in Section 5.8 and Section 5.10). Whenever the Borrowers desire Borrower desires to prepay any part of the LoansLoans of any Class, the Borrowing Agent it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in the case of Loans bearing interest at the Term SOFR Rate Option, or no later than 1:00 p.m. Eastern Time on the date of prepayment of Swingline Loans, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans of any Class and Delayed Draw Term Swingline Loans; (iii) a statement indicating the application of the prepayment among between Loans to which the Base Rate Option, Option applies and Loans to which the Term SOFR Rate Option or Daily Simple SOFR Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, than the lesser of (A) the Revolving Facility Usage as applicable or (B) $100,000100,000 (or if less the full outstanding amount) for any Swingline Loan or $500,000 for any Revolving Credit Loan or any Term Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, or together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.2 shall be applied to the unpaid installments of principal of the Term Loans of the applicable Class on a pro rata basis. Except as provided in Section 4.4(c), if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (B1) first to Revolving Credit Loans and then to Term Loans ratably; and (2) after giving effect to the allocations in clause (1) above and in the case of preceding sentence, first to Loans to which the Base Rate Option applies, then to Loans to which the Term SOFR Rate Option applies. Any prepayment of Term Loans or Delayed Draw Term Loans, $100,000hereunder shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 5.10.

Right to Prepay. The Borrowers shall have the right at their option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 below, 4.6.2 [Replacement of a Lender] below or in Section 5.8 4.8 [Increased Costs] and Section 5.104.10 [Indemnity]). Whenever the Borrowers desire to prepay any part of the Loans, the Borrowing Agent Borrowers shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time p.m. (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Credit Loans denominated in the case of Loans bearing Dollars that bear interest at the Term SOFR Rate Option; (iii) at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans denominated in Optional Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans denominated in Optional Currencies that bear interest at the Daily Simple RFR Option; or (v) no later than 1:00 p.m. on the date of prepayment of Swing Loans, in each case of the foregoing option in this Section 4.6.1 [Right to Prepay], setting forth the following information: (i) the applicable Borrower making the prepayment; (ii) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (iiiii) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans and Delayed Draw Term Swing Loans; (iiiiv) a statement indicating the application of the prepayment among Loans to which the Base Rate OptionOption applies, Term SOFR Rate Option or applies, Daily Simple SOFR RFR Option applies, and the Eurocurrency Rate Option applies; and (ivv) the currency of such Loan and the total principal amount of such prepayment, which (i) with respect to Revolving Credit Loans shall be in integral multiples of $1,000,000.00 and not be less than: than $5,000,000.00 (Aor in each case, the Dollar Equivalent thereof) for each Borrowing Tranche to which the Term SOFR Rate Option, Daily Simple RFR Option or Eurocurrency Rate Option applies and in integral multiples of $1,000,000.00 and not less than the case lesser of prepayment $5,000,000.00 or the outstanding principal amount of Revolving Credit Loans to which the Base Rate Option applies and (ii) with respect to Swing Loans, in integral multiples of $100,000.00 and not less than the lesser of (A) $500,000.00 or the Revolving Facility Usage outstanding principal amount of the Swing Loans. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 [Administrative Agent’s and ▇▇▇▇▇▇’s Rights], if a Borrower prepays a Loan but fails to specify the applicable or (B) $100,000Borrowing Tranche which the Borrowers are prepaying, or (B) the prepayment shall be applied first to Base Rate Loans, then to Term Rate Loans denominated in Dollars, then to RFR Loans and then to Eurocurrency Rate Loans. Any prepayment hereunder shall be subject to the Borrowers’ Obligation to indemnify the Lenders under Section 4.10 [Indemnity]. Prepayments shall be made in the case of prepayment of Term Loans or Delayed Draw Term Loans, $100,000currency in which such Loan was made unless otherwise directed by the Administrative Agent.

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 5.6(b) [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Borrowing Agent it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in prior to the case date of prepayment of the Revolving Credit Loans bearing that bear interest at the Term SOFR Rate Option, or no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: : (iw) the date, which shall be a Business Day, on which the proposed prepayment is to be made; ; (iix) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans and Delayed Draw Term Swing Loans; ; (iiiy) if applicable, a statement indicating the application of the prepayment among between the between Loans to which the Base Rate OptionOption applies, Loans to which the Term SOFR Rate Option or applies and Loans to which the Daily Simple SOFR Option applies; and and (ivz) the total principal amount of such prepayment, which shall not be less than: than the lesser of (Ai) in the case of prepayment of Revolving Credit Loans, the lesser of (A) the Revolving Facility Usage as applicable or (Bii) $100,000100,000 for any Swing Loan or $500,000 for any Revolving Credit Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, or (Btogether with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 4.4(c) in [Administrative Agent’s and ▇▇▇▇▇▇’s Rights], if the case of Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment of Term Loans or Delayed Draw Term shall be applied first to Base Rate Loans, $100,000.then to Daily

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 5.6(b) [Replacement of a Lender] below, in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Borrowing Agent it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in prior to the case date of prepayment of the Revolving Credit Loans bearing that bear interest at the Term SOFR Rate Option, or no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: : (iw) the date, which shall be a Business Day, on which the proposed prepayment is to be made; ; (iix) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans and Delayed Draw Term Swing Loans; ; (iiiy) if applicable, a statement indicating the application of the prepayment among between the between Loans to which the Base Rate OptionOption applies, Loans to which the Term SOFR Rate Option or applies and Loans to which the Daily Simple SOFR Option applies; and and (ivz) the total principal amount of such prepayment, which shall not be less than: than the lesser of (Ai) in the case of prepayment of Revolving Credit Loans, the lesser of (A) the Revolving Facility Usage as applicable or (Bii) $100,000, or (B) in the case of prepayment of Term Loans 100,000 for any Swing Loan or Delayed Draw Term Loans, $100,000500,000 for any Revolving Credit Loan.

Right to Prepay. The Borrowers shall have the right at their option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 below, in Section 5.8 and Section 5.10). Whenever the Borrowers desire to prepay any part of the Loans, the Borrowing Agent shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time at least one (1) Business Day prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in the case of Loans bearing interest at the Term SOFR Rate Option, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment among the Revolving Credit Loans, Term Loans and Delayed Draw Term Loans; (iii) a statement indicating the application of the prepayment among Loans to which the Base Rate Option, Term SOFR Rate Option or Daily Simple SOFR Option applies; and (iv) the total principal amount of such prepayment, which shall not be less than: (A) (A) in the case of prepayment of Revolving Credit Loans, the lesser of (A) the Revolving Facility Usage as applicable or (B) $100,000, or or (B) (B) in the case of prepayment of Term Loans or Delayed Draw Term Loans, $100,000.

Right to Prepay. The Borrowers shall have the right at their option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 below[Replacement of a Lender], in Section 5.8 [Increased Costs] and Section 5.105.10 [Indemnity]). Whenever the Borrowers desire to prepay any part of the Loans, the Borrowing Agent they shall provide a prepayment notice to the Administrative Agent (i) by 1:00 p.m. 12:00 noon Eastern Time at least one (1) Business Day prior to on the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and Option, (ii) by 1:00 p.m. Eastern Time at least three (3) Business Days prior to the date of prepayment of the Revolving Credit Loans, Term Loans or Delayed Draw Term Loans denominated in the case of Loans bearing Dollars that bear interest at the Term SOFR Rate Option; (iii) by 1:00 p.m. Eastern Time at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option or Term RFR Option; or (iv) by 1:00 p.m. Eastern Time on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section (a), setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment among between the Revolving Credit Loans, Term Loans and Loans, Delayed Draw Term Loans and Swingline Loans; (iii) a statement indicating the application of the prepayment among Loans to which the Base Rate Option, Term SOFR Rate Option, Daily Simple RFR Option or Daily Simple SOFR Term RFR Option applies; and (iv) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, than the lesser of (A) the Revolving Facility Usage as applicable or (B) $100,000100,000 for any Swingline Loan or $5,000,000 for any Revolving Credit Loan, or Term Loan or Delayed Draw Term Loan. All prepayment notices shall be irrevocable; provided that any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, debt or equity issuances or other transactions specified therein, in which case such notice may be revoked by the Borrowers (Bby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the case date on which the proposed prepayment is to be made. All Term Loan and Delayed Draw Term Loan prepayments permitted pursuant to this Section 5.2 shall be applied to the unpaid installments of prepayment principal of the Term Loans or Delayed Draw Term Loans, $100,000as applicable, as directed by the Borrowers. Except as provided in Section 4.4(c) [Administrative Agent’s and L▇▇▇▇▇’s Rights], if the Borrowers prepay a Loan but fail to specify the applicable Borrowing Tranche which the Borrowers are prepaying, the prepayment shall be applied (1) first to Revolving Credit Loans, second to Term Loans and then to Delayed Draw Term Loans; and (2) after giving effect to the allocations in clause (1) above and in the preceding sentence, first to Loans to which the Base Rate Option applies, then to other Loans denominated in Dollars, then to Loans subject to the Term RFR Option denominated in an Alternative Currency, then to Loans subject to a Daily Simple RFR denominated in an Alternative Currency. Any prepayment hereunder shall be subject to the Borrowers’ Obligation to indemnify the Lenders under Section 5.10 [Indemnity].

Right to Prepay. The Borrowers Borrower shall have the right at their its option from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 5.13 belowSections 11.3, in Section 5.8 3.1 and Section 5.103.5). Whenever the Borrowers desire Borrower desires to prepay any part of the Loans, the Borrowing Agent it shall provide a prepayment notice to the Administrative Agent by 1:00 p.m. Eastern Time 11:00 a.m. at least (A) three (3) U.S. Government Securities Business Days prior to the date of prepayment of Term SOFR Rate Loans, (B) one (1) Business Day prior to the date of prepayment of Base Rate Loans or (C) no later than 1:00 p.m. on the Revolving Credit date of prepayment of Swing Line Loans, Term Loans or Delayed Draw Term Loans that bear interest at the Base Rate Option or the Daily Simple SOFR Option and at least three (3) Business Days in the case of Loans bearing interest at the Term SOFR Rate Optioneach case, setting forth the following information: (i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (ii) a statement indicating the application of the prepayment among the Revolving Credit Loans, Term Classes and Tranches of Loans and Delayed Draw Term Loans; (iii) a statement indicating the application of the prepayment among Loans to which the Base Rate OptionBorrowings, Term SOFR Rate Option or Daily Simple SOFR Option appliesas applicable; and (iviii) the total principal amount of such prepayment, which shall not be less than: (A) in the case of prepayment of Revolving Credit Loans, than the lesser of the following with respect to any Class of Loan: (A) the Revolving Facility Usage as applicable then outstanding principal amount of such Class of Loan, or (B) $100,0001,000,000 (provided, or (Bthat the amount of any prepayment to which this Section 2.13(a)(iii)(B) applies shall be in integral multiples of $1,000,000). Except as otherwise expressly provided herein with respect to refinancings, all prepayment notices shall be irrevocable. The principal amount of the case Loans for which a prepayment notice is given, together with interest on such principal amount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. So long as no Event of prepayment Default has occurred and is continuing, voluntary prepayments shall be applied to any outstanding Term Loans, Revolving Loans and Delayed Draw Term Loans as the Borrower may direct; provided that all prepayments with respect to Term Loans permitted pursuant to this Section 2.123shall be applied pro rata among all Tranches of Term Loans and, in each case, to the remaining scheduled installments of principal in direct order of maturity (meaning that the earliest maturity will be repaid first). If the Borrower prepays a Loan but the Borrower fails to specify the applicable Class and/or Borrowing that the Borrower intends to prepay or if an Event of Default has occurred and is continuing, then such prepayment shall be applied first, ratably to all outstanding Revolving Loans that are Base Rate Loans, second, ratably to all outstanding Revolving Loans that are Term SOFR Rate Loans, third, ratably to all outstanding Term Loans and Delayed Draw Term Loans that are Base Rate Loans, $100,000fourth, ratably to all outstanding Term Loans and Delayed Draw Term Loans that are Term SOFR Rate Loans. Any prepayment hereunder shall include all interest and fees due and payable with respect to the Loan being prepaid and shall be subject to the Borrower’s Obligation to indemnify the Lenders under Section 3.5. Notwithstanding the foregoing, any prepayment notice delivered in connection with any proposed refinancing of all of the Facilities may be, if expressly so stated in the applicable prepayment notice, contingent upon the consummation of such refinancing and (a) the prepayment date therefore may be amended from time to time by notice from the Borrower to the Administrative Agent and/or (y) such prepayment notice may be revoked by the Borrower in the event such refinancing is not consummated (provided, that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.5).