Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing the Loans (including PIK Principal) in whole or in partpart without premium or penalty other than, subject to prior the extent set forth in Section 2.04(d), any applicable Prepayment Premium; provided that such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent not later than 11:00 a.m. one Business Day prior to any date of prepayment (which notice may be extended or revoked in the discretion of Borrower). Each such notice shall specify the date and amount of such prepayment of Loans to be prepaid, and the applicable Prepayment Premium (if any). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such prepayment. If such notice is given by the Borrower (and not extended or revoked), 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 Loans shall be accompanied by all accrued but unpaid interest on the amount prepaid, together with any applicable Prepayment Premium pursuant to Section 2.04(d) and, in the case of prepayment a repayment in full of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the outstanding principal amount of each Borrowing or portion thereof to be prepaid; provided thatthe Loans (including any PIK Principal), if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Exit Fee in accordance with Section 2.072.08(b). Promptly following receipt Subject to Section 3.05, each such prepayment shall be applied to the Loans of any such notice relating to a Borrowing, the Administrative Agent shall advise each Class held by the Lenders in accordance with their respective Applicable Percentages for Loans of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02such Class.

Voluntary Prepayments. (i) The Borrower shall have the right may, at any time and from time to time to time, prepay any Borrowing tranche of the Loans, in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). part (ii) The Borrower shall notify the Administrative Agent (andsubject, in the case of prepayment the Payment in Full of Swingline all the Loans, to the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail additional requirements of such request) of any prepayment under this Section 2.09(a4.7), upon at least one (i1) in the case of prepayment of a Eurodollar Borrowing, not later than Business Days’ irrevocable notice by Borrower to Agent by 1:00 p.m., p.m. (New York City time), three (3) Business Days before specifying the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date and amount of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice conditioned upon the effectiveness of termination other credit facilities or the receipt of the Aggregate Commitments as contemplated by Section 2.07proceeds from the incurrence of other Indebtedness or any other event, then in which case such notice of prepayment may be revoked by the Borrower (by written notice to the Agent on or prior to the specified date) if such condition is not satisfied. If such notice is given, Borrower shall make such prepayment, and the payment amount specified in such notice shall be due and payable, on the date specified therein accompanied by the amount of termination is revoked accrued and unpaid interest thereon. Each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Share in respect of the tranche of Loans being prepaid. (ii) If the Borrower determines that the Loan is an “applicable high yield discount obligation” within the meaning of Section 2.07. Promptly following receipt 163(i)(1) of the Code, then, notwithstanding anything in this Agreement to the contrary, if at the end of any such notice relating to a Borrowing“accrual period” (as defined in Section 1272(a)(5) of the Code) ending after the fifth anniversary of the issue date of the Loans, the Administrative Agent shall advise the Lenders aggregate amount of accrued and unpaid interest and “original issue discount” (as defined in Section 1273(a)(1) of the contents thereof. Each partial prepayment Code) would, but for this Section 2.5(c), exceed an amount equal to the Loan’s “issue price” (as defined in Section 1273(b) and 1274(a) of any Borrowing the Code) multiplied by the Loan’s “yield to maturity” (as defined in Treasury Regulations Section 1.1272-1(b)(1)(i)) (such product, the “Maximum Accrual”), the Borrower shall redeem at each such applicable date (an “AHYDO Catch-Up Payment Date”), without premium or penalty, the amount of principal plus accrued and unpaid interest, if any, on the amount of principal to be redeemed, to, but excluding, the applicable AHYDO Catch-Up Payment Date, equal to all accrued and unpaid interest and original issue discount on the Loans as of the end of such accrual period in excess of an amount equal to the Maximum Accrual (the “AHYDO Catch-Up Payment”), and such AHYDO Catch-Up Payment shall be in an amount that would be permitted in the case treated for purposes of an advance of a Borrowing Section 163(i) of the same Type Code as provided in Section 2.02interest paid under the Loan. For the avoidance of doubt, there shall be no prepayments under this paragraph on or prior to the fifth anniversary of the date of this Agreement.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Class in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided, however, that each partial prepayment shall be in an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000 or, if less, the provisions of Section 2.09(a)(ii)amount outstanding. (iib) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoansLoan, the Swingline LenderLenders) by telephonic notice telephone (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three (3) Business Days before the date of prepayment prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on one Business Day before the date of prepayment, prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m.12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and 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 such notice is conditioned upon the effectiveness of other credit facilities or other debt or equity issuances, 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; provided further that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08(c). Promptly following receipt of any such notice relating to a BorrowingBorrowing of any Class, the Administrative Agent shall advise the Lenders of such Class of the contents thereof. Each partial prepayment of any a Borrowing shall be in an amount that would be permitted applied ratably to the Loans included in the case prepaid Borrowing. Voluntary prepayments of an advance of a Borrowing of outstanding Term Loans under this Section 2.11 shall be applied to future scheduled amortization payments pursuant to Section 2.10(a) as directed by the same Type as provided in Borrower. Prepayments under this Section 2.022.11 shall be accompanied by accrued interest to the extent required by Section 2.14 and shall be subject to Section 2.17, but otherwise without premium or penalty.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty (except as applicable under Section 2.10(c) or 2.22(a)) but subject to compliance with the conditions set forth in this Section 2.10(a) and with Section 2.15(c), prepay any Borrowing in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii)$5,000,000 or an integral multiple of $1,000,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.10(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 noon (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then that any such notice of prepayment 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 rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower shall have So long as no Early Amortization Event is then continuing, the right at any time and Issuer may, from time to time to prepay any Borrowing time, make an optional Prepayment of principal of the Notes of a Series at the times, in whole or in part, the amounts and subject to prior notice the conditions and limitations set forth in the Supplement for the Series of Notes to be prepaid. If an Early Amortization Event is then continuing, all optional Prepayments made in accordance with the provisions of this Section 2.09(a)(ii). (ii702(b) shall be applied in accordance with the applicable provisions of Section 302 hereof. The Borrower Issuer shall notify promptly confirm any telephonic notice of prepayment in writing. Any optional Prepayment of principal made by the Administrative Agent (Issuer pursuant to this Section 702(b) shall also include accrued interest to the date of the prepayment on the amount being prepaid. Any optional Prepayment made pursuant to the provisions of this Section 702(b) shall be accomplished by a deposit of funds directly into the Trust Account and, unless otherwise specified in the case Supplement for any Series of prepayment Notes then Outstanding, may be applied by the Issuer to reduce the unpaid principal balance of Swingline Loansone or more Series of Notes then Outstanding, such Series to be selected in the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail sole discretion of such request) the Issuer. Notice of any prepayment under this Section 2.09(a), (i) in the case of voluntary prepayment of a Eurodollar BorrowingSeries of Term Notes to be made by the Issuer pursuant to the provisions of this Section 702(b) shall be given by the Issuer to the Indenture Trustee and, if applicable, the Noteholders of the Series of Notes to be prepaid, not later than 1:00 p.m., New York City time, three the third (33rd) Business Days before Day (or such longer period of time as specified in the related Supplement for a Series), prior to the date of such prepayment (ii) in and not earlier than the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on Payment Date immediately preceding the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Prepayment.

Voluntary Prepayments. (i) The Each Borrower shall have the right at any time and from time to time to prepay any Borrowing of the Loans owing by it, in whole or in part, subject without premium or penalty (except as specified in subpart (d) below), from time to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) time. The Borrower making such prepayment shall notify give the Administrative Global Agent at the Notice Office written or telephonic notice (andin the case of telephonic notice, promptly confirmed in writing if so requested by the Global Agent) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Fixed Rate Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Global Agent by (x) 11:00 A.M. (local time at the Notice Office) three Business Days prior to the date of such prepayment, in the case of any prepayment of Swingline Fixed Rate Loans, or (y) 11:00 A.M. (local time at the Swingline LenderNotice Office) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail one Business Day prior to the date of such request) prepayment, in the case of any prepayment under this Section 2.09(a)of Base Rate Loans, and which notice shall promptly be transmitted by the Global Agent to each of the affected Lenders; provided, however, that (i) in the case of prepayment of a Eurodollar Borrowingany Borrowings, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any such Borrowing shall be in an aggregate principal of at least $5,000,000 (or, if less, the full amount that would be permitted of such Borrowing) or the Dollar Equivalent thereof, or an integral multiple of $1,000,000 or the Dollar Equivalent thereof in the case excess thereof; (ii) no partial prepayment of an advance of any Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the same Type as provided Minimum Borrowing Amount applicable thereto; and (iii) each prepayment in respect of any Loans shall, unless otherwise specified by the applicable Borrower, be applied to repay such Loans in accordance with Section 2.022.14(b).

Voluntary Prepayments. (i) The Borrower shall have may, at its option, prepay the right Revolving Credit Loans without premium or penalty (but subject to Section 3.5), in full at any time and or in part from time to time by delivering to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (andan irrevocable written notice thereof on the proposed prepayment date, in the case of prepayment Revolving Credit Loans consisting of Swingline LoansABR Advances, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), and at least (i) three Business Days prior to the proposed prepayment date, in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment Revolving Credit Loans denominated in Dollars and (ii) four Business Days prior to the proposed prepayment date, in the case of prepayment Revolving Credit Loans denominated in Alternative Currencies, consisting of an Eurodollar Advances, specifying whether the Revolving Credit Loans to be prepaid consist of ABR BorrowingAdvances, not later than 1:00 p.m.Eurodollar Advances, New York City timeor a combination thereof, on the amount to be prepaid and the date of prepayment, or (iii) whereupon the amount specified in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable due and shall specify payable on the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07specified. Promptly following Upon receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents promptly notify each Lender thereof. Each partial prepayment of any Borrowing the Revolving Credit Loans pursuant to this subsection (a) shall be in an aggregate principal amount that would be permitted of $10,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof, or, if less, the case outstanding principal balance of an advance the Revolving Credit Loans. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a Borrowing of borrowing or a conversion) on the same Type as provided in Section 2.02date and which had the same Interest Period, the outstanding principal balance of such Eurodollar Advances shall exceed $5,000,000. Neither Swing Line Loans nor Competitive Bid Loans may be prepaid.

Voluntary Prepayments. (i) The Borrower Subject to the provisions of Section 4.10, the Borrowers shall have the right to prepay the Loans, without premium or penalty (except, if applicable, pursuant to Section 2.15) in whole or in part, at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with on the provisions of Section 2.09(a)(ii).following terms and conditions: (iia) The Borrower an Authorized Representative of the Borrowers shall notify give the Administrative Agent prior to 12:00 Noon (New York time) at the Notice Office at least (x) in the case of the prepayment of Eurodollar Rate Loans, three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) or (y) in the case of the prepayment of Base Rate Loans, one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), in each case, of its intent to prepay such Loans; provided that such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; (b) subject to the requirements of Section 10.06, voluntary prepayments of any Class of Loans made by the Borrowers pursuant to this Section shall be allocated among such Class of Loans (and, in the case of prepayment any Class of Swingline Term Loans, to the Swingline Lenderremaining scheduled installments of principal with respect to such Class of Loans) by telephonic in a manner determined at the discretion of the Borrowers; (c) partial prepayments shall be in an aggregate amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be applied on a pro rata basis to the outstanding amount of the Loans; (d) any notice of prepayment pursuant to this Section 4.01 shall specify (promptly confirmed by hand delivery, facsimile transmission or electronic mail 1) the amount of such request) of any prepayment under this Section 2.09(a)prepayment, (i2) in the case of prepayment of a Eurodollar Borrowingdate, not later than 1:00 p.m., New York City time, three (3) Business Days before the date Class of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof Loans to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination prepaid and (4) the allocation of the Aggregate Commitments as contemplated by Section 2.07, then such amount specified pursuant to clause (1) among the Loans specified pursuant to clause (3) and which notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders promptly transmit to each of the contents thereof. Each partial applicable Lenders; and (e) at the time of any prepayment of the Loans pursuant to this Section 4.01 on any Borrowing shall be in an amount that would be permitted in date other than the case of an advance of a Borrowing last day of the same Type Interest Period applicable thereto, the Borrowers shall pay the amounts, if any, required to be paid pursuant to Section 2.09. (f) Notwithstanding the foregoing (and as provided in clause (A) of the proviso to Section 2.022.14(a)), the Borrowers may not prepay Extended Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Existing Loans of the Specified Existing Class of the Existing Loans from which such Extended Loans were converted (or such Existing Loans have otherwise been repaid and terminated in full).

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty (except as applicable under Section 2.10(b)) but subject to compliance with the conditions set forth in this Section 2.10(a) and with Section 2.15(c), prepay any Borrowing in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii)$5,000,000 or an integral multiple of $1,000,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.10(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.10(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The Borrower shall have may, upon delivery of a Notice of Prepayment and/or Reduction / Termination of Commitments to the right Lender, at any time and or from time to time to time, voluntarily prepay any Borrowing Delayed Draw Term Loans (in whole or in part, without premium or penalty, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a3.05), provided, that: (iA) in such notice must be received by the case of prepayment of a Eurodollar Borrowing, Lender not later than 1:00 p.m., New York City time, 11:00 a.m. (I) at least three (3) Business Days before the prior to any date of prepayment of Term Benchmark Loans or ABR Loans, and (iiII) in the case at least five (5) Business Days prior to any date of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date RFR Loans; (B) any prepayment of prepaymentTerm Benchmark Loans shall be in a principal amount of Two Million Dollars ($2,000,000), or in a whole multiple of One Million Dollars (iii$1,000,000) in excess thereof (or, if less, the case of entire principal amount thereof then outstanding); (C) any prepayment of RFR Loans shall be in a Swingline Loanprincipal amount of One Million Dollars ($1,000,000), not later than 1:00 p.m.or in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, New York City timeif less, on the date entire principal amount thereof then outstanding); and (D) any prepayment of prepaymentABR Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars ($500,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type(s) of Loans to be prepaid; provided that, . Subject to payment of breakage costs (if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked any) in accordance with Section 2.07. Promptly following receipt of 3.05, any such notice relating delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to a Borrowingthe Lender on or prior to the specified effective date) if such condition is not satisfied. If such notice is given by the Borrower, the Administrative Agent Borrower shall advise make such prepayment and the Lenders of payment amount specified in such notice shall be due and payable on the contents thereofdate specified therein, subject to any condition specified in such notice. Each partial Any prepayment of any Borrowing a Loan shall be in an accompanied by all accrued interest on the amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in prepaid, together with any additional amounts required pursuant to Section 2.023.05.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) The Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Term SOFR Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 11:00 a.m. (New York City time) at least two Business Days prior to the date of such prepayment in the case of Term SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of Term SOFR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of Term SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by ▇▇▇▇▇▇▇▇ in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay prepay, without premium or penalty, any Borrowing Revolving Borrowing, in whole or in part, subject to prior notice in accordance with the provisions requirements of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a2.01(b), Sections 5.02(l) and (im) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidSection 5.03; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each that each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case is an integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$100,000.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Class in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section; provided, however, that each partial prepayment shall be in an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000 or, if less, the provisions of Section 2.09(a)(ii)amount outstanding. (iib) The Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, three (3) Business Days before the date of prepayment prepayment, and (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and 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 such notice is conditioned upon the effectiveness of other credit facilities or other debt or equity issuances, 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; provided further that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.08(c). Promptly following receipt of any such notice relating to a BorrowingBorrowing of any Class, the Administrative Agent shall advise the Lenders of such Class of the contents thereof. Each partial prepayment of any a Borrowing shall be in an amount that would be permitted applied ratably to the Loans included in the case of an advance of a Borrowing of prepaid Borrowing. Prepayments under this Section 2.11 shall be accompanied by accrued interest to the same Type as provided in extent required by Section 2.022.14 and shall be subject to Section 2.17, but otherwise without premium or penalty.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(a) and with Section 2.18(c), prepay any Borrowing in whole or in part, subject to prior notice ; provided that (A) each such partial voluntary prepayment of any BSBY Rate Loan shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii)$500,000 or an integral multiple of $100,000 in excess of such amount and (B) each such partial voluntary prepayment of any Base Rate Borrowing (including any Swing Line Loan or Protective Advance) shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.13(a)(i), the Borrower shall notify the Administrative Agent (and, in the case of a voluntary prepayment of Swingline Loansany Swing Line Loan, the Swingline Swing Line Lender) by telephonic notice not later than 1:00 p.m. (promptly confirmed by hand deliveryNew York City time) (A) on the date of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar BorrowingBase Rate Borrowings, not later than 1:00 p.m., New York City time, or (B) at least three (3) Business Days before prior to the date of prepayment (ii) prepayment, in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline BSBY Rate Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.13(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to a BorrowingSwing Line Loans or Protective Advances), the Administrative Agent shall advise the Lenders of the contents details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their Pro Rata Shares.

Voluntary Prepayments. (ia) The Borrower shall have may, prior to 11:00 a.m., upon at least three Business Days’ written notice by the right at Borrower to the Administrative Agent in the case of Eurodollar Loans, and prior to 9:00 a.m., upon two Business Days’ written notice on any time and from time to time to Business Day in the case of Base Rate Loans, prepay any Borrowing Revolving Loans and/or Term B Loans, as the Borrower may elect, in whole or in part, subject to prior notice in accordance with the provisions amounts of Section 2.09(a)(ii)$1,000,000 or an integral multiple of $500,000 in excess thereof. (iib) Any notice of prepayment delivered pursuant to this Section 2.05 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans and the Type of Loans to be prepaid. The Administrative Agent will promptly notify each affected Lender thereof and of such Lender’s pro rata portion of such prepayment. If such notice is given by the Borrower and not withdrawn, the Borrower shall notify make such prepayment, and the Administrative Agent (and, payment amount specified in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic such notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City timeshall be due and payable, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, specified therein together with accrued interest to each such date on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date amount prepaid and the principal amount of each Borrowing or portion thereof amounts, if any, required pursuant to Section 3.05; provided that interest to be prepaid; provided that, if a notice of prepayment is given paid in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date. (c) Any prepayment of Term B Loans pursuant to this Section 2.05 shall be in an amount that would applied to the remaining scheduled installments of Term B Loans to be permitted in made pursuant to Section 2.07(a) pro rata (based on the case then remaining amounts of an advance of a Borrowing of the same Type as provided in Section 2.02such remaining installments).

Voluntary Prepayments. (ia) The Borrower shall have Subject to the right at any time terms of this Section 2.8 and from time Section 3.3, Borrowers may prepay to time to prepay any Borrowing Agent, for the ratable benefit of the applicable Lenders, the outstanding principal amount of the Loans, in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii)at any time. (iib) The Borrower shall notify the Administrative Agent (and, in the case of If Borrowers elect to make any prepayment of Swingline Loansthe Term Loan A pursuant to this Section 2.8, the Swingline Lender) by telephonic Borrower Funds Administrator shall give irrevocable notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, to Agent not later less than 1:00 p.m., New York City time, three (3) Business Days before prior to the date of such prepayment is to be made, specifying (i) the date on which such prepayment is to be made, (ii) in the case amount of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of such prepayment, or and (iii) the amount of the Prepayment Fee, if any, and accrued interest applicable to such prepayment. Such notice shall be accompanied by a certificate of a Responsible Officer of Borrower Funds Administrator on behalf of Borrower Funds Administrator stating that such payment is being made in the case compliance with this Section 2.8. Such notice of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the aggregate principal amount of each Borrowing or portion thereof the Term Loan A so specified to be prepaid; provided that, together with accrued interest thereon and the applicable Prepayment Fee, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07any, then such notice of prepayment may and any other amounts required to be revoked if such notice of termination is revoked paid in accordance with Section 2.072.7, if any, shall be due and payable on the prepayment date set forth in such notice. (c) Unless the terms of Section 9.2 otherwise apply, Borrowers may prepay all or a portion of the (i) Term Loan A in accordance with the terms of this Section 2.8 so long as (A) Excess Availability would be greater than or equal to $5,000,000 (without giving effect to any limitations resulting from the minimum Excess Availability covenant contained in paragraph 6 of Exhibit B-1) immediately after giving effect to such payment, (B) Borrowers provide projections to Agent, in form and substance reasonably satisfactory to Agent, demonstrating that Excess Availability shall be at least $5,000,000 (without giving effect to any limitations resulting from the minimum Excess Availability covenant contained in paragraph 6 of Exhibit B-1) at the end of each of the nine (9) consecutive months following such prepayment after giving pro forma effect to such prepayment, (C) no Default or Event of Default shall have occurred and is continuing as of the date of such prepayment or would result therefrom, and (D) Borrowers provide a certificate certified by a Responsible Officer of Parent certifying that the Fixed Charge Coverage Ratio, calculated (x) on a pro forma basis after giving effect to such prepayment as if such prepayment occurred on the first day of the four Fiscal Quarter period ended on or before the occurrence of such prepayment and (y) deducting all non-financed Capital Expenditures, is at least 1.25 to 1.00, together with supporting documentation in respect of such certification, in each case in form and substance reasonably satisfactory to Agent (“Term Loan Payment Conditions”); (ii) Term Loan D, so long as (A) the Term Loan Payment Conditions have been satisfied, (B) no Revolving Loans are outstanding at the time of and after giving effect to such prepayment, and (C) such prepayment is made (x) after both the calculation of Excess Cash Flow is made and any payment required to be made from Excess Cash Flow is made, in each case pursuant to Sections 2.9(e) and (g), and such payment is not in excess of 50% of such Excess Cash Flow and (y) with any Declined Prepayment Amount, at the time such payment would have been required to be made. (d) All prepayments made pursuant to this Section 2.8 shall be designated as a prepayment pursuant to this Section 2.8 on the applicable wire. Promptly following receipt The amount of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing principal balance of the same Type as provided Term Loan A shall not be less than $250,000 or, if in Section 2.02excess thereof, in integral multiples of $50,000 in excess thereof. The amount of any partial prepayment of the principal balance of any Revolving Loan shall not be less than $100,000 or, if in excess thereof, in integral multiples of $100,000 in excess thereof.

Voluntary Prepayments. (i) The Borrower shall have may, at its option, prepay the right ABR Advances and Eurodollar Advances, in whole or in part, without premium or penalty (other than any indemnification amounts, as provided for in Section 2.14) at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify by notifying the Administrative Agent (and, in writing at least one Business Day prior to the proposed prepayment date in the case of Loans consisting of ABR Advances and at least three Business Days prior to the proposed prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) date in the case of prepayment Loans consisting of Eurodollar Advances, specifying the Loans to be prepaid consisting of ABR Advances, Eurodollar Advances or a Eurodollar Borrowingcombination thereof, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on amount to be prepaid and the date of prepayment. Each such Such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given specified in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice shall be due and payable on the date specified, together with accrued interest to the date of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07payment on the amount prepaid. Promptly following Upon receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents promptly notify each Lender in respect thereof. Each partial prepayment Partial prepayments of any Borrowing ABR Advances and/or Eurodollar Advances shall be in an aggregate minimum principal amount that would be permitted of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, or, if less, the case of an advance outstanding principal balance thereof. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a Borrowing of borrowing or a conversion) on the same Type as provided date and which had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall be at least (subject to Section 2.3(c)) $1,000,000 or such amount plus a whole multiple of $100,000 in Section 2.02excess thereof. Notwithstanding anything in this Agreement to the contrary, voluntary prepayments by the Borrower of Competitive Bid Advances are not permitted.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay Revolving Credit Loans, without premium or penalty (other than amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of SOFR Loans made on any Borrowing date other than the last day of the applicable Interest Period), in whole or in part, subject from time to prior notice in accordance with time on any date on the provisions of Section 2.09(a)(ii). following terms and conditions: (iia) The the Borrower shall notify give the Administrative Agent at the Administrative Agent’s Office revocable written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and, in the case of prepayment of Swingline SOFR Loans, the Swingline Lenderspecific Borrowing(s) pursuant to which made, which notice shall be given by telephonic notice the Borrower no later than 1:00 p.m. (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requestx) of any prepayment under this Section 2.09(a), one (i1) Business Day prior to (in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, ABR Loans) or (y) three (3) Business Days before the date of prepayment prior to (ii) in the case of prepayment of an ABR BorrowingSOFR Loans) (or, not later than 1:00 p.m.in each case, New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments shorter time as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each may agree), (b) each partial prepayment of any Borrowing of Revolving Credit Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount that would be permitted in less than the case applicable Minimum Borrowing Amount for SOFR Loans and (c) any prepayment of SOFR Loans pursuant to this Section 5.1 on any day prior to the last day of an advance Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. All prepayments under this Section 5.1 shall also be subject to the provisions of Section 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Borrowing of the same Type as provided in Section 2.02Defaulting Lender.

Voluntary Prepayments. (i) The Any Borrower shall have the right Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii).part without premium or penalty; provided that: (iia) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of with respect to Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment under this Section 2.09(a)not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the next succeeding Business Day; and (b) with respect to any other Loan, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received by Administrative Agent not later than 1:00 p.m., New York City time, than: (A) 11:00 a.m. three (3) Business Days before the prior to any date of prepayment of any Loans accruing interest at the Term SOFR, Floating SOFR or the CP Rate; and (iiB) in the case 11:00 a.m. one (1) Business Day prior to any date of prepayment of an ABR Borrowingany Daily SOFR Loans or Base Rate Loans; and (c) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, not later than 1:00 p.m.if less, New York City time, on the entire principal amount thereof then outstanding. Each such Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment, or (iiiif applicable, the Type(s) in of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such notice, and of the case amount of prepayment its Lender Group’s Repayment Percentage of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of such prepayment. Each If such notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in such notice shall be irrevocable due and payable on the date specified therein. With respect to any Loan prepaid pursuant to this Section 3.05, all accrued interest thereon shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked paid in accordance with Section 2.07. Promptly 3.02(b) and any additional amounts required pursuant to Section 4 with respect thereto shall be promptly paid following receipt of any an accurate and correct invoice for such notice relating amounts. Subject to a BorrowingSection 2.15, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial each such prepayment of any Borrowing shall be applied to the Principal Obligation held by each Lender in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with its applicable Repayment Percentage.

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.07(d), the exit fee required under Section 2.10(b) The Borrower shall have and any other fees or amounts payable hereunder at such time, the right at any time and from time US Issuer may, upon notice to time to the Purchasers, voluntarily prepay any Borrowing the Initial Notes issued by it and/or the Delayed Draw Notes, in each case, in whole or in part, subject and the Norwegian Issuer may, upon notice to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify Purchasers, voluntarily prepay the Administrative Agent (andInitial Notes issued by it, in the case of prepayment of Swingline Loanswhole or in part; provided, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City 11:00 a.m. (Eastern time, ) three (3) Business Days before prior to the date of prepayment and (ii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the case entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. The relevant Issuer shall make such prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such a notice expressly states that it is conditioned upon the effectiveness of prepaymentother credit facilities or the closing of a specified transaction, such notice may be revoked by the relevant Issuer (by written notice to the Purchasers on or prior to the specified effective date) if such condition is not satisfied. Any prepayment pursuant to this Section 2.07(a) shall be accompanied by (iiix) all accrued interest on the principal amount of the Notes prepaid, (y) the prepayment premium required under Section 2.07(d) and the exit fee required under Section 2.10(b) in respect of the case of prepayment of a Swingline LoanNotes so prepaid and (z) all fees, not later than 1:00 p.m.costs, New York City timeexpenses, on indemnities and other amounts due and payable hereunder at the date time of prepayment. Each such notice prepayment shall be irrevocable applied first to all costs, expenses, indemnities and shall specify the other amounts due and payable hereunder, then to payment of default interest, if any, then to payment of prepayment date premium required by Section 2.07(d) and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments exit fee as contemplated by required under Section 2.072.10(b), then such notice to payment of prepayment may be revoked if such notice accrued interest and thereafter to the payment of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02principal.

Voluntary Prepayments. (i) The Borrower shall have the right at any Any time and from time to time time: (1) with respect to Base Rate Loans, Borrower may prepay any Borrowing such Loans on any Business Day in whole or in part, subject in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; and (2) with respect to prior notice Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in accordance with the provisions whole or in part in an aggregate minimum amount of Section 2.09(a)(ii)$1,000,000 and integral multiples of $500,000 in excess of that amount. (iii) The Borrower All such prepayments shall notify the Administrative Agent be made: (and, 1) upon not less than one Business Day’s prior written or telephonic notice in the case of prepayment of Swingline Base Rate Loans, the Swingline Lender; and (2) by upon not less than three Business Days’ prior written or telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar BorrowingRate Loans; in each case given to Administrative Agent, not later than 1:00 p.m., by 12:00 noon (New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date required and, if given by telephone, promptly confirmed by delivery of prepaymentwritten notice thereof to Administrative Agent (and Administrative Agent will promptly transmit such original notice by facsimile or telephone to each Lender). Upon the giving of any such notice, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidthe Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that, if that a notice of optional prepayment may state that such notice is given in connection with a conditional notice upon the effectiveness of termination other credit facilities or the receipt of the Aggregate Commitments as contemplated by Section 2.07proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, then in which case such notice of prepayment may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any such voluntary prepayment shall be applied as specified in Section 2.2(a). Notwithstanding the foregoing, in connection with any Repricing Transaction, the giving of any written notice of termination is revoked in accordance with Section 2.07. Promptly following receipt shall be required only upon the consummation of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Repricing Transaction.

Voluntary Prepayments. (i) The Borrower shall have the right at any Any time and from time to time time: (1) with respect to Base Rate Loans, Borrower may prepay any Borrowing such Loans on any Business Day in whole or in part, subject in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that amount (or such lesser amount which constitutes the full amount of such Loans outstanding); (2) with respect to prior notice Eurodollar Rate Loans, Borrower may prepay any such Loans on any Business Day in accordance whole or in part in an aggregate minimum amount of $2,000,000 and integral multiples of $100,000 in excess of that amount (or such lesser amount which constitutes the full amount of such Loans outstanding); and (3) with respect to Swing Line Loans, Borrower may prepay any such Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount (or such lesser amount which constitutes the provisions full amount of Section 2.09(a)(iisuch Loans outstanding). (ii) The Borrower All such prepayments shall notify the Administrative Agent be made: (and, 1) upon not less than one Business Day’s prior written notice in the case of prepayment of Swingline Base Rate Loans, the Swingline Lender; (2) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) upon not less than three Business Days’ prior written in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Rate Loans; and (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, upon written notice on the date of prepayment, or (iii) in the case of prepayment Swing Line Loans; in each case given in the form of a Swingline LoanPrepayment Notice to Administrative Agent or Swing Line Lender, not later than 1:00 p.m.as the case may be, by 12:00 p.m. (New York City time, ) on the date required (and Administrative Agent will promptly transmit such original notice for Revolving Loans by telefacsimile or telephone to each Lender or Swing Line Lender, as the case may be). Upon the giving of prepayment. Each any such notice shall be irrevocable and shall specify the prepayment date and Prepayment Notice, the principal amount of each Borrowing or portion thereof to be prepaidthe Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided thatprovided, if that a notice of prepayment is given Prepayment Notice made in connection with a conditional notice of termination refinancing of the Aggregate Commitments as contemplated by Section 2.07Loans or sale of the Borrower may be conditioned upon the consummation of such refinancing or sale (and if such refinancing or sale is not consummated, then the principal amount of the Loans specified in such notice of shall not be so due and payable on the prepayment may be revoked if date specified in such notice of termination is revoked in accordance with Section 2.07notice). Promptly following receipt of any Any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial voluntary prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type applied as provided specified in Section 2.022.15(a).

Voluntary Prepayments. Borrower may, upon written or telephonic notice to Administrative Agent on or prior to 3:00 P.M. (iNew York City time) The Borrower shall have one Business Day prior to the right date of prepayment, in the case of Base Rate Loans, and upon written or telephonic notice to Administrative Agent on or prior to 3:00 P.M. (New York City time) three Business Days prior to the date of prepayment, or upon such lesser number of days’ prior written or telephonic notice, as determined by Administrative Agent in its sole discretion, in the case of LIBOR Loans, and, in each case, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time to prepay any Borrowing Term Loans or any Revolving Loans, in each case on any Business Day in whole or in partpart without premium or penalty (except as set forth in Section 2.4(c)(vi) below) in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount; provided that, in any event, any prepayment of a LIBOR Loan on any date other than the expiration date of the Interest Period applicable thereto shall be subject to prior notice in accordance with the provisions requirements of Section 2.09(a)(ii2.6(d). (ii) The Borrower shall notify the Administrative Agent (and, in the case . Notice of prepayment of Swingline Loanshaving been given as aforesaid, the Swingline Lender) by telephonic principal amount of the Loans specified in such notice (promptly confirmed by hand deliveryshall become due and payable on the prepayment date specified therein; provided, facsimile transmission or electronic mail however, that Borrower may rescind any notice of such request) of any prepayment under this Section 2.09(a)2.4(b)(i) if such prepayment would have resulted from a refinancing or repayment of all of the Loans and Commitments hereunder, (i) which refinancing or repayment shall not be consummated or shall be delayed as a result of the failure or delay in the case of prepayment consummation of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date substantially concurrent Asset Sale or issuance and sale of Capital Stock or Indebtedness by any Group Member. Any such voluntary prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments applied as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided specified in Section 2.022.4(b)(iv).

Voluntary Prepayments. (ia) The Borrower shall have the right at any Any time and from time to time time, the Loans may be repaid in whole or in part without premium or penalty (subject to Section 2.17): (i) with respect to Base Rate Loans (including Base Rate Loans referencing the Adjusted Term SOFR Rate), the Borrowers may prepay any Borrowing such Loans on any Business Day in whole or in part, subject to prior notice in accordance with an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount, or, if less, the provisions of Section 2.09(a)(ii).full Outstanding Amount thereof; (ii) The Borrower shall notify with respect to Term SOFR Rate Loans, the Administrative Agent Borrowers may prepay any such Loans on any Business Day in whole or in part (together with any amounts due pursuant to Section 2.17.3) in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount, or, if less, the full Outstanding Amount thereof; and, in the case of prepayment of (iii) with respect to Swingline Loans, the Swingline LenderBorrowers may prepay any such Loans on any Business Day in whole or in part in any amount; (b) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of All such request) of any prepayment under this Section 2.09(a), prepayments shall be made: (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days upon written or telephonic notice on or before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, Base Rate Loans or Swingline Loans; and (ii) upon not later less than 1:00 p.m., New York City time, on the date of prepayment, three (3) U.S. Government Securities Business Days’ prior written or (iii) telephonic notice in the case of prepayment of a Term SOFR Rate Loans; in each case given to the Administrative Agent, or the Swingline LoanLender, not later than 1:00 p.m.as the case may be, New York City time, by 10:00 a.m. on the date required and, if given by telephone, promptly confirmed in writing to the Administrative Agent (and the Administrative Agent will promptly transmit such telephonic or original notice for a Credit Extension by telefacsimile or telephone to each Lender). Upon the giving of prepayment. Each any such notice shall be irrevocable and shall specify the prepayment date and notice, the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given the Loans specified in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of shall become due and payable on the prepayment may be revoked if date specified therein, unless such notice of termination is cancelled or revoked in accordance with Section 2.07by Borrowers no later than one Business Day prior to such prepayment date. Promptly following receipt of any Any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial voluntary prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type applied as provided specified in Section 2.022.12.1.

Voluntary Prepayments. (i) The Borrower shall have the right at any time to prepay Loans and Swingline Loans, in each case, without premium or penalty, in whole or in part from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with on the provisions of Section 2.09(a)(ii).following terms and conditions: (iia) The the Borrower shall notify give the Administrative Agent at the Administrative Agent’s Office written notice (andor telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of prepayment of Swingline LIBOR Loans) the specific Borrowing(s) being prepaid, which notice shall be given by the Swingline LenderBorrower no later than 1:00 p.m. (New York City time) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City timeLIBOR Loans, three (3) Business Days before the date of prepayment prior to and (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, Loans on the date of prepayment, or such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; 715000788 12406500715000788 12406500 (iiib) in the case of each partial prepayment of (i) LIBOR Loans shall be in a Swingline Loanminimum amount of $500,000 and in multiples of $100,000 in excess thereof, not later and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than 1:00 p.m., New York City time, the applicable Minimum Borrowing Amount for such LIBOR Loans; and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the date last day of prepaymentan Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type of Loans to be prepaid; provided that, if a notice of prepayment is given . At the Borrower’s election in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any prepayment pursuant to this Section 2.075.1, then such notice of prepayment may shall not be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of applied to any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance Loans of a Borrowing of Defaulting Lender. Notwithstanding the same Type foregoing (and as provided in clause (1) of the proviso to Section 2.022.17(a)), the Borrower may not prepay Extended Loans of any Extension Series unless such prepayment is accompanied by a pro rata repayment of Existing Loans of the Specified Existing Commitment Class of the Existing Class from which such Extended Loans and Extended Commitments were converted (or such Loans and Commitments of the Existing Class have otherwise been repaid and terminated in full).

Voluntary Prepayments. (i) The Each Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior part without premium or penalty; provided that: (a) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), no later than 2:00 p.m.: (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars; (ii) in the case three Business Days prior to any date of prepayment of an ABR BorrowingEurocurrency Rate Loans denominated in Alternative Currencies, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case five (5) Business Days prior to any date of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the RFR Loans; and (iv) one (1) Business Day prior to any date of prepaymentprepayment of Reference Rate Loans; and (b) any prepayment of Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 (or such lesser amount as the Administrative Agent may agree in its sole discretion) in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the date (which shall be a Business Day) and amount of such prepayment date and which Loan such prepayment is to be applied to. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Lender Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the principal payment amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given specified in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may shall be revoked due and payable on the date specified therein, provided that if such payment is not so made, the prepayment notice shall be deemed revoked. Any prepayment of termination is revoked a Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 4 hereof. Subject to Section 3.6, each prepayment of a Loan (other than any Temporary Increase Loan) shall be applied to the Obligations of such Borrower held by each Lender in accordance with Section 2.07. Promptly following receipt its respective Share of any Commitments with respect to such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Loan.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and to prepay Revolving Loans in whole or in part from time to time on the following terms and conditions: (i) the Borrower shall give the Payments Administrator at the Payments Administrator's Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any Borrowing make such prepayment, the amount of such prepayment and (in whole or in partthe case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, subject which notice shall be given by the Borrower no later than 11:00 A.M. (New York time) one Business Day prior to prior notice in accordance with such prepayment and shall promptly be transmitted by the provisions Payments Administrator to each of Section 2.09(a)(ii).the Banks; (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $25,000,000, provided that would no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Revolving Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be permitted applied pro rata among such Revolving Loans, provided that at the Borrower's election in the case of an advance connection with any prepayment pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loan of a Borrowing Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. The Borrower shall not have the same Type as provided in Section 2.02right to voluntarily prepay any Competitive Bid Loans.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrowers may, without premium or penalty (other than as set forth in Section 2.12(c)) but subject to compliance with the conditions set forth in this Section 2.12(a) and Section 2.17(c), prepay any Borrowing on any Business Day in whole or in part; provided that each such partial voluntary prepayment of any Borrowing shall be in an aggregate minimum principal amount of US$5,000,000 and integral multiples of US$1,000,000 in excess of such amount, subject or such lesser amount that is equal to prior notice in accordance with the provisions remaining principal amount outstanding of Section 2.09(a)(ii)the applicable Borrowing. (ii) The Borrower To make a voluntary prepayment pursuant to Section 2.12(a)(i), the Company, on behalf of the applicable Borrower, shall notify the Administrative Agent not later than 12:00 p.m. (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Borrowings pursuant to Section 2.07, then 2.12(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Company (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (i) The At any time, the Borrower shall have may, without premium or penalty (other than the right at any time Exit Fee) but subject to compliance with the conditions set forth in this Section 2.12(a) and from time to time to with Section 2.24, prepay any Term Borrowing in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess of such amount (or such lesser amount that constitutes the provisions full amount of Section 2.09(a)(iithe Term Loans outstanding). (ii) The To make a voluntary prepayment pursuant to Section 2.12(a)(i), the Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, writing not later than 1:00 p.m., 11:00 a.m. (New York City time, ) at least three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on prior to the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and (which shall be a Business Day), the principal amount of each Borrowing or portion thereof to be prepaidprepaid and the applicable Exit Fee, and shall be given in writing. Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.12(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (ia) The Each Borrower shall have the right to prepay its respective Loans, without premium or penalty (other than as set forth in clause (vi) of this Section 5.01(a)), in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with on the provisions of Section 2.09(a)(ii). following terms and conditions: (iii) The such Borrower shall notify give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans or Canadian CDOR Rate Loans, which notice (in each case) shall specify whether A Term Loans, B Term Loans, 2016 Revolving Loans, 2017 Revolving Loans or Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of LIBOR Loans or Canadian CDOR Rate Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans or Canadian CDOR Rate Loans were made, and which notice the Administrative Agent shall, except in the case of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of 2016 Revolving Loans or 2017 Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 or $500,000 Canadian Dollars, as applicable, (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 or $100,000 Canadian Dollars (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that (x) if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect and (y) if any partial prepayment of Canadian CDOR Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Canadian CDOR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Canadian CDOR Rate Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing by the U.S. Borrower or any Canadian Borrower shall be applied pro rata among such Loans of the U.S. Borrower or any Canadian Borrower, respectively, provided that at the relevant Borrower’s election in connection with any prepayment of 2016 Revolving Loans or 2017 Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any 2016 Revolving Loan 2017 Revolving Loan, as applicable, of a Defaulting Lender; (iv) each voluntary prepayment of Term Loans pursuant to this Section 5.01(a) shall be applied to the A Term Loans and B Term Loans as directed by telephonic notice the U.S. Borrower; (promptly confirmed v) each prepayment of A Term Loans and B Term Loans pursuant to this Section 5.01(a) shall reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans as directed by hand deliverythe U.S. Borrower; and (vi) any prepayment of B Term Loans made during the period commencing on the Sixth Amendment Completion Date and ending on the date occurring two years following the Sixth Amendment Completion Date shall be accompanied by the payment of the fee described in Section 4.01(f). For the avoidance of doubt, facsimile transmission or electronic mail of such request) prior to the 2016 Revolving Loan Maturity Date, the amount of any prepayment under of Revolving Loans elected to be made by the Borrowers pursuant to Section 5.01 shall be allocated among the Revolving Loans of each Lender pro rata based on each such Lender’s RL Percentage without regard to the tranche of the Revolving Loan Commitments held by such Lender. (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 2.09(a13.12(b), the Borrowers may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (iwhich notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (A) in the case of the repayment of Revolving Loans of any Lender pursuant to this clause (b), (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of A Term Loans and B Term Loans pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three pro rata basis (3) Business Days before based upon the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the then remaining principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination such Scheduled Repayment of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating respective Tranche after giving effect to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02all prior reductions thereto).

Voluntary Prepayments. (ia) The Borrower shall have the right at At any time and from time to time time, the Borrowers shall have the right to prepay any Borrowing the Loans, in whole or in part, subject together with accrued interest to prior the date of prepayment, without premium or penalty (except as provided in clause (iii) below), upon written notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify given to the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City Charlotte time, three (3) Business Days before the date prior to each intended prepayment of LIBOR Loans and one (1) Business Day prior to each intended prepayment of Base Rate Loans; provided that (i) each partial prepayment shall be in an aggregate principal amount of not less than $1,000,000 or, if greater, an integral multiple of $500,000 in excess thereof, (ii) in the case of no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $3,000,000 or to any greater amount not an ABR Borrowingintegral multiple of $1,000,000 in excess thereof, not later than 1:00 p.m., New York City time, on the date of prepayment, or and (iii) in the case unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, LIBOR Loan may be made only on the date last day of prepaymentthe Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment and the aggregate principal amount and Type of the Loans to be prepaid (and, in the case of LIBOR Loans, the Interest Period of the Borrowing pursuant to which made), and shall be irrevocable and shall specify bind the Borrowers to make such prepayment date on the terms specified therein. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, subject to the terms and conditions of this Agreement. In the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if event the Administrative Agent receives a notice of prepayment is given in connection with a conditional under this Section, the Administrative Agent will give prompt notice of termination of thereof to the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked Tranche 1 Lenders; provided that if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating has also been furnished to a Borrowingthe Tranche 1 Lenders, the Administrative Agent shall advise have no obligation to notify the Tranche 1 Lenders with respect thereto. (b) Each payment or prepayment of LIBOR Loans made pursuant to the provisions of this Section 2.7 on a day other than the last day of the contents Interest Period applicable thereto shall be made together with all amounts required under Section 2.18 to be paid as a consequence thereof. . (c) Each partial prepayment of any Borrowing the Loans made pursuant to this Section 2.7 shall be applied ratably among the Tranche 1 Lenders holding the Loans being prepaid, in an proportion to the principal amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02held by each.

Voluntary Prepayments. Subject to payment of amounts due under Section 4.8, the Borrower may, upon written notice delivered to the Agent not later than 11:00 A.M. (iNew York City time) The Borrower shall have one (1) (or in the right at any time case of LIBOR Rate Loans, three (3)) Business Days prior to the date of prepayment stating the aggregate principal amount of the prepayment and from time the Committed Loans to time to be prepaid, prepay any the outstanding principal amounts of such Committed Loans comprising part of the same Committed Borrowing in whole or ratably in part, subject together with accrued interest to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of such prepayment (ii) on the principal amount prepaid; provided, however, that all such prepayments shall be made without premium or penalty thereon; and provided further that losses incurred by any Bank under Section 4.8 shall be payable with respect to each such prepayment in the case of prepayment of an ABR Borrowingmanner set forth in Section 4.8. Any such notice provided pursuant to this Section 5.5 shall be irrevocable, not later than 1:00 p.m., New York City time, on and the date of prepayment, or (iii) payment amount specified in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable due and shall specify payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 5.5 with respect to any Tranche of Committed LIBOR Rate Loans shall be in an aggregate principal amount equal to the lesser of (a) $10,000,000 or an integral multiple of $1,000,000 in excess thereof or (b) the aggregate principal amount of each Borrowing or portion thereof to be prepaidsuch Tranche of Committed LIBOR Rate Loans then outstanding, as the case may be; provided provided, that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each no partial prepayment of any Borrowing Tranche of Committed LIBOR Rate Loans may be made if, after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in an aggregate principal amount that would be permitted equal to the lesser of (i) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the aggregate principal amount of ABR Loans then outstanding, as the case of an advance of a Borrowing of the same Type as provided in Section 2.02may be.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (iA) in the case of prepayment of a Eurodollar Term Benchmark Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment, (B) in the case of prepayment of an RFR Borrowing, not later than 1:00 p.m., New York City time, five (ii5) U.S. Government Securities Business Days before the date of prepayment, (C) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iiiD) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of delivered by the Aggregate Commitments as contemplated by Section 2.07, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or other transactions specified therein, 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 notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.

Voluntary Prepayments. Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (iNew York City time) The Borrower on the date of prepayment, which notice, if telephonic, shall have be promptly confirmed in writing, at any time and from time to time, prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than one Business Day’s prior written or telephonic notice, in the right case of Base Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of Eurodollar Rate Loans, in each case given to Administrative Agent by 1:00 p.m. (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time to prepay the Term Loans or Revolving Loans on any Borrowing Business Day in whole or in part, subject part in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. All written notices delivered pursuant to prior notice in accordance with the provisions of Section 2.09(a)(ii). (iithis subsection 2.4B(i) The Borrower shall notify the Administrative Agent (and, be in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment form of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3Notice of Prepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable irrevocable, and shall specify the prepayment date and once given as aforesaid, the principal amount of each Borrowing or portion thereof to be prepaidthe Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination the refinancing of the Aggregate Commitments as contemplated by Section 2.07Loans with the proceeds of Indebtedness (other than the Loans) or in connection with a transaction that would result in a Change in Control and, then in either case, such transaction does not close, such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be revocable and the amounts specified therein shall not be due and payable except for any amounts payable as a result thereof pursuant to subsection 2.6D. Any such voluntary prepayment shall be applied as specified in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02subsection 2.4B(iv).

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions paragraph (a)(ii) of Section 2.09(a)(ii)this Section. (ii) The Borrower shall notify the Administrative Agent by telephone (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, three (3) Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m.11:00 a.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on one Business Day before the date of prepayment. Each such notice shall be irrevocable and irrevocable, shall specify the Facility to be repaid, the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepaid and shall be signed by a Responsible Officer of the Borrower; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.8, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.8. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.2. Each prepayment of a Borrowing shall be applied to the applicable Loans included in the prepaid Borrowing, provided that any prepayment of the Term A Loans and/or the Multiple Advance Term Loans shall be applied to the principal repayment installments thereof in inverse order of maturity, and each such prepayment shall be paid to the applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.12 and any amounts payable under Section 2.15.

Voluntary Prepayments. Borrower may at any time on at least five (5) days' prior written notice by Borrower to Agent (i) The voluntarily prepay all or part of the Term Loans and/or (ii) voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in a minimum amount of $250,000 and integral multiples of $100,000 in excess of such amount and (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (x) $4,000,000 and (y) the L/C Sublimit. In addition, Borrower shall have the right may at any time on at least ten (10) days' prior written notice by Borrower to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice other Obligations shall be irrevocable immediately due and shall specify the payable in full. Any such voluntary prepayment date and the principal amount of each Borrowing any such reduction or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated Revolving Loan Commitment must be accompanied by the payment of the fee required by Section 2.071.9(c), then such notice if any, plus the payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.071.13(b). Promptly following receipt Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment shall designate the Loans or other Obligations to which such prepayment is to be applied, provided that any partial prepayments of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders Term Loan made by or on behalf of the contents thereof. Each partial prepayment of any Borrowing Borrower shall be applied to prepay the scheduled installments of such Term Loan in an amount that would be permitted in the case inverse order of an advance of a Borrowing of the same Type as provided in Section 2.02their respective maturities.

Voluntary Prepayments. (i) The Borrower shall have So long as no Early Amortization Event is then continuing, the right at any time and Issuer may, from time to time to prepay time, make an optional Prepayment of principal of the Notes of any Borrowing Series that the Issuer selects at the times, in whole or in part, the amounts and subject to prior notice the conditions and limitations set forth in the Supplement for the Series of Notes to be prepaid. If an Early Amortization Event is then continuing, all optional Prepayments made in accordance with the provisions of this Section 2.09(a)(ii). (ii702(b) shall be applied in accordance with the applicable provisions of Section 302 hereof. The Borrower Issuer shall notify promptly confirm any telephonic notice of prepayment in writing. Any optional Prepayment of principal made by the Administrative Agent (Issuer pursuant to this Section 702(b) shall also include accrued interest to the date of the prepayment on the amount being prepaid. Any optional Prepayment made pursuant to the provisions of this Section 702(b) shall be accomplished by a deposit of funds directly into the Trust Account and, unless otherwise specified in the case Supplement for any Series of prepayment Notes then Outstanding, may be applied by the Issuer to reduce the unpaid principal balance of Swingline Loansone or more Series of Notes then Outstanding, such Series to be selected in the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail sole discretion of such request) the Issuer. Notice of any prepayment under this Section 2.09(a), (i) in the case of voluntary prepayment of a Eurodollar BorrowingSeries of Term Notes to be made by the Issuer pursuant to the provisions of this Section 702(b) shall be given by the Issuer to the Indenture Trustee and, if applicable, the Series of Notes to be prepaid, not later than 1:00 p.m., New York City time, three the tenth (310th) Business Days before day prior to the date of such prepayment (ii) in and not earlier than the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on Payment Date immediately preceding the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Prepayment.

Voluntary Prepayments. Subject to subparagraph (iii) The Borrower shall have below, Company may, upon not less than one Business Day’s prior written or telephonic notice, in the right case of Base Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of Eurodollar Rate Loans, in each case given to Administrative Agent by 12:00 Noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time to prepay the Loans on any Borrowing Business Day in whole or in part, subject part in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. All written notices delivered pursuant to prior notice in accordance with the provisions of Section 2.09(a)(ii). (iithis subsection 2.4B(i) The Borrower shall notify the Administrative Agent (and, be in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment form of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3Notice of Prepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable irrevocable, and shall specify the prepayment date and once given as aforesaid, the principal amount of each Borrowing or portion thereof to be prepaidthe Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination the refinancing of the Aggregate Commitments as contemplated by Section 2.07Loans with the proceeds of Indebtedness (other than the Loans) or in connection with a transaction that would result in a Change in Control and, then in either case, such transaction does not close, such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be revocable and the amounts specified therein shall not be due and payable except for any amounts payable as a result thereof pursuant to subsection 2.6D. Any such voluntary prepayment shall be applied as specified in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02subsection 2.4B(iv).

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Term Loans may be repaid in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission part without premium or electronic mail of such request) of any prepayment under this Section 2.09(a), penalty; provided that (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, Term SOFR Loans may be repaid only upon three (3) Business Days before Days’ prior written notice to the date of prepayment Administrative Agent, (ii) repayments of Term SOFR Loans must be accompanied by payment of any amounts owing under Section 2.20 and (iii) partial repayments of Loans shall be in minimum principal amount of the Borrowing Minimum, and in integral multiples of the Borrowing Multiple in excess thereof. To the extent that the Borrower elects to prepay the Closing Date Term Loan or, if applicable, any Incremental Term Loans, amounts prepaid under this Section 2.11(a) shall be applied to such Term Loans (to the remaining principal installments thereof, if any, as directed by the Borrower) first ratably to any Base Rate Loans and then to Term SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.11(a) shall be subject to Section 2.20, but otherwise without premium or penalty. Interest on the principal amount prepaid shall be payable on the next occurring Interest Payment Date that would have occurred had such Loan not been prepaid or, at the request of the Administrative Agent in the case of a prepayment of an ABR Borrowingunder this clause (a) or clause (b) below, not later than 1:00 p.m., New York City time, interest on the principal amount prepaid shall be payable on any date of prepayment, or (iii) in the case of that a prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on is made hereunder through the date of prepayment. Amounts prepaid on the Term Loans may not be reborrowed. Each such notice delivered by the Borrower pursuant to this Section 2.11(a) shall be irrevocable and shall specify revocable by the prepayment date and the principal amount of each Borrowing or portion thereof Borrower (by notice to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise on or prior to the Lenders of the contents thereof. Each partial proposed prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02date specified therein).

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic written or fax notice (or telephone notice promptly confirmed by hand delivery, facsimile transmission written or electronic mail of such request) of any prepayment under this Section 2.09(a), (ifax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of a Eurodollar BorrowingABR Loans, not later than to the Administrative Agent before 1:00 p.m., New York City time; provided, three however, that each partial prepayment shall be in an amount that is an integral multiple of $100,000 and not less than $1,000,000. (3b) Business Days before the date Each notice of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided, however, that if such prepayment is for all of the then outstanding Loans, then the Borrower may (x) revoke such notice prior to the proposed date of prepayment and/or (y) extend the prepayment date by not more than five Business Days; provided thatfurther, if a notice however, that the provisions of prepayment is given Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Loans that are not made in connection with a conditional notice of the termination or permanent reduction of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Commitments) shall be in an accompanied by accrued and unpaid interest on the principal amount that would to be permitted in prepaid to but excluding the case date of an advance of a Borrowing of the same Type as provided in Section 2.02payment.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) The Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Term SOFR Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 11:00 a.m. (New York City time) at least two Business Days prior to the date of such prepayment in the case of Term SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of Term SOFR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of Term SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay prepay, without premium or penalty, any Borrowing Revolving Borrowing, in whole or in part, subject to prior notice in accordance with the provisions requirements of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a2.01(b), Sections 5.02(l) and (im) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidSection 5.03; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each that each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case is an integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$100,000.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and to prepay Loans in whole or in part from time to time on the following terms and conditions: (i) as a specifically negotiated requirement, additional consideration for providing the Loans, and an important economic provision upon which the Agents and the Lenders are relying, the Borrower shall deliver to prepay any Borrowing in whole or in partthe Administrative Agent written notice of the Borrower’s intent to make such prepayment and the amount of such prepayment, subject by 3:00 p.m. no less than five (5) Business Days prior to prior notice in accordance with the provisions date of Section 2.09(a)(ii).such prepayment, specifying the date on which such prepayment is to be made; (ii) The a notice delivered pursuant to Section 4.01(a)(i) shall be irrevocable, shall obligate the Borrower to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and the applicable Prepayment Premium, if any, all of which shall notify become due and payable on the Administrative Agent (andprepayment date set forth in such notice; provided that notwithstanding the foregoing any such voluntary prepayment occurring as a result of a Change of Control, a refinancing of the Obligations or another material transaction specified in the case relevant notice may be conditional upon the closing of any such transaction; (iii) each partial prepayment of any Loans shall be in a multiple of $50,000 and in an aggregate principal amount of at least $250,000; (iv) each prepayment of Loans pursuant to this Section 4.01 on any day other than the last day of the applicable Interest Period shall be subject to compliance by the Borrower with the applicable provisions of Section 2.07; and (v) on the date of prepayment of Swingline Loansany Loan pursuant to this Section 4.01, the Swingline LenderBorrower shall pay to the Administrative Agent, for the benefit of the Lenders, the applicable Prepayment Premium, if any. (b) by telephonic notice Each prepayment pursuant to this Section 4.01 shall be applied pro rata to the Loans (promptly confirmed by hand deliveryand pro rata among and within each Class of Loans) based on the outstanding principal amounts thereof. (c) Notwithstanding anything in Section 4.01(a) to the contrary, facsimile transmission if any Lenders decline all or electronic mail of such request) any portion of any prepayment under this mandatory payment in accordance with Section 2.09(a)4.05, (i) in the case of any voluntary prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, the applicable Loans that occurs within three (3) Business Days before of the date that the applicable Lenders decline such mandatory prepayment in an amount equal to such declined proceeds, shall: (i) be excluded from the notice and minimum amount requirements of prepayment Sections 4.01(a)(i) and 4.01(a)(iii), and (ii) in be applied to reduce the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date Loans and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount Prepayment Premium that would be permitted in the case of an advance of have been applicable to such amount if accepted as a Borrowing of the same Type as provided in mandatory prepayment under Section 2.024.02(a).

Voluntary Prepayments. (iSubject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The Borrower shall have and any other fees or amounts payable hereunder at such time, the right at any time and Issuer may, upon written notice from time the Issuer to time to the Administrative Agent, voluntarily prepay any Borrowing the Notes, in whole or in part; provided, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City time, 11:00 a.m. three (3) Business Days before prior to the date of prepayment and (ii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the case entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Issuer, the Issuer shall make such prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, and the payment amount specified in such notice shall be due and payable on the date of prepayment, or specified therein. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (iiix) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, all accrued interest on the date principal amount of the Notes prepaid, (y) the repayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such notice prepayment shall be irrevocable applied (x) with respect to any such prepayment on or prior to March 31, 2024, first, to outstanding Third Tranche Notes (if any), second, to the outstanding Second Tranche Notes, and shall specify third, to outstanding First Tranche Notes and (y) with respect to any such prepayment after March 31, 2024, first, to outstanding Third Tranche Notes (if any), second, to the prepayment date outstanding Second Tranche Notes, and third, to outstanding First Tranche Notes and to the principal amount repayment installments of each Borrowing or portion thereof on a pro rata basis. Each such prepayment shall be applied to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination the Notes of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Purchasers in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Tranches.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic written or fax notice (or telephone notice promptly confirmed by hand delivery, facsimile transmission written or electronic mail of such request) of any prepayment under this Section 2.09(a), (ifax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of a Eurodollar BorrowingABR Loans, not later than 1:00 p.m.to the Administrative Agent before 12:00 noon, New York City time; provided, three however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000. (3b) Business Days before Voluntary prepayments of outstanding Loans shall be applied against the date remaining scheduled installments of principal due in respect of the Loans under Section 2.11 as directed by the Borrower. (c) Each notice of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof thereof) to be prepaid, shall commit the Borrower to prepay such Borrowing in the amount stated therein on the date stated therein; provided thatprovided, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07however, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of that any such notice relating may be conditioned on one or more events, and if such events do not occur, then the Borrower may revoke such notice and/or extend the prepayment date by not more than five Business Days; provided, further, however, that the provisions of Section 2.15 shall apply with respect to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereofany such revocation or extension. Each partial prepayment of any Borrowing All prepayments under this Section 2.11 shall be in an subject to Section 2.16 but otherwise without premium or penalty (subject to Section 2.12(g)). All prepayments under this Section 2.11 shall be accompanied by accrued and unpaid interest on the principal amount that would to be permitted in prepaid to but excluding the case date of an advance of a Borrowing of the same Type as provided in Section 2.02payment.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, subject to upon at least three Business Days’ prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic written or fax notice (or telephone notice promptly confirmed by hand delivery, facsimile transmission written or electronic mail of such request) of any prepayment under this Section 2.09(a), (ifax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of a Eurodollar BorrowingABR Loans, not later than 1:00 p.m.to the Administrative Agent before 12:00 noon, New York City time; provided, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowinghowever, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of that each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would is an integral multiple of $1,000,000 and not less than $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion). All voluntary prepayments, including all optional prepayments under this Section 2.12 shall be permitted subject to Section 2.16, but otherwise without premium (except as set forth in Section 2.12(d)) or penalty. Any such notice of prepayment pursuant to this Section 2.12(a) 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 (or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (b) Voluntary prepayments of any Class of outstanding Loans shall be applied to such Classes of Loans as the Borrower may direct, or in the absence of direction, ratable among the Classes, and thereafter to the remaining amortization payments under such Class, as the Borrower may direct, and in the absence of such direction, in direct order of maturity thereof. (c) Notwithstanding anything in any Loan Document to the contrary, so long as no Specified Event of Default has occurred and is continuing or would result from such prepayment, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) on the following basis: (i) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case of an advance made in accordance with this Section 2.12(c). (A) The Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Manager with three (3) Business Days’ notice in the form of a Borrowing Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the same Type as provided in Section 2.02.Borrower, to (x) each

Voluntary Prepayments. (i) The Borrower shall have the right at any time and to prepay Loans, without premium or penalty, in whole or in part from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with on the provisions of Section 2.09(a)(ii).following terms and conditions: (iia) The the Borrower shall notify give the Administrative Agent at the Administrative Agent’s Office written notice (andor telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of prepayment of Swingline LIBOR Loans) the specific Advance(s) being prepaid, which notice shall be given by the Swingline LenderBorrower no later than 12:00 p.m. (Fort Worth, Texas time) (or such later time as agreed to by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requestthe Administrative Agent in its reasonable discretion) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City timeLIBOR Loans, three (3) Business Days before the date of prepayment prior to and (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, Loans on the date of prepayment, or such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (iiib) in the case of each partial prepayment of (i) LIBOR Loans shall be in a Swingline Loanminimum amount of $100,000 and in multiples of $100,000 in excess thereof, not later and (ii) any ABR Loans shall be in a minimum amount of $500,000 and in multiples of $100,000 in excess thereof; and (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than 1:00 p.m., New York City time, on the date last day of prepaymentan Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.10. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment and the Type of Loans to be prepaid; provided thatthat any such notice 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 by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if a notice of prepayment such condition is given not satisfied. At the Borrower’s election in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any prepayment pursuant to this Section 2.075.1, then such notice of prepayment may shall not be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of applied to any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance Loans of a Borrowing of the same Type as provided in Section 2.02Defaulting Lender.

Voluntary Prepayments. (i) The Each Borrower shall have the right at any time and from time to time to prepay any Borrowing Revolving Loans made to it in whole or in part, subject without premium or penalty, from time to prior notice in accordance with time on the provisions of Section 2.09(a)(ii). following terms and conditions: (iii) The such Borrower shall notify give the Administrative Agent at the Payment Office written notice (andor telephonic notice promptly confirmed in writing) of its intent to prepay the Revolving Loans, the amount of such prepayment, the currency in which such Loans are denominated and the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by such Borrower (x) prior to 12:00 Noon (New York time) at least one Business Day prior to the date of such prepayment in the case of prepayment of Swingline Loans, Base Rate Loans and (y) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail date of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment Eurodollar Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment Lenders; (ii) in the case of each partial prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the in an aggregate principal amount of each Borrowing at least $1,000,000, or portion thereof to be prepaid; the Dollar Equivalent thereof, provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each that no partial prepayment of any Revolving Loans shall reduce the aggregate principal amount of the Revolving Loans outstanding to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be in an amount that would applied pro rata among such Revolving Loans; and (iv) prepayments of Eurodollar Loans made pursuant to this Section 4.01 may only be permitted in made on the case last day of an advance Interest Period applicable thereto unless concurrently with such prepayment any payments required to be made pursuant to Section 1.12 as a result of a Borrowing such prepayment are made. No Borrower shall have the right under this Section 4.01 to prepay any principal amount of the same Type as provided in Section 2.02any Competitive Bid Loans.

Voluntary Prepayments. (i) The Borrower shall have the right may at any time and from time to time to prepay any Borrowing the Loans, in whole or in part, without premium or penalty, upon irrevocable (subject to prior Section 2.11(a)(ii)) notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify delivered to the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not no later than 1:00 p.m.11:00 A.M., New York City time, three (3) Business Days before the date of prepayment (ii) prior thereto, in the case of prepayment of an ABR BorrowingEurodollar Loans, not and no later than 1:00 p.m.11:00 A.M., New York City time, on the date of prepaymentone Business Day prior thereto, or (iii) in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that if a Swingline LoanEurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, not later than 1:00 p.m., New York City time, the Borrower shall also pay any amounts owing pursuant to Section 2.16 on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following Upon receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents promptly notify each relevant Lender thereof. Each partial prepayment If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of any Borrowing Loans that are ABR Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount that would be permitted of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (or, in the case of an advance event of a Borrowing prepayment in full of the same Type Construction Loans, the Term Loans, the Revolving Loans, and the Revolving L/C Loans, an amount equal to the outstanding principal amount of such Loans being prepaid). (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.11(a)(i) if such prepayment would have resulted from, or been made in connection with, a sale of all or substantially all of the Borrower’s assets or the direct or indirect Equity Interests of the Borrower or a refinancing of all or a part of the Construction Facility, the Term Facility, or the Revolving Facility, which sale or refinancing shall not be consummated or shall otherwise be delayed. (iii) Notwithstanding anything to the contrary contained in this Agreement and on and following the Closing Date, no voluntary prepayment of any Construction Loans pursuant to this Section 2.11 shall be made unless a voluntary prepayment on a pro rata basis of “Construction Loans” and, solely following prepayment in full of the “Construction Loans”, “Vista Expansion Loans” under and as provided defined in the Bolt Credit Agreement is made concurrently on a pro rata basis. Notwithstanding anything to the contrary contained in this Agreement and on and following the Closing Date, no voluntary prepayment of any Term Loans pursuant to this Section 2.022.11 shall be made unless a voluntary prepayment of “Term Loans” under and as defined in the Bolt Credit Agreement is made concurrently on a pro rata basis.

Voluntary Prepayments. (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 2.11 and Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) The Borrower shall give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Term SOFR Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City time) at least one Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 11:00 a.m. (New York City time) at least two Business Days prior to the date of such prepayment in the case of Term SOFR Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01 (a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of Term SOFR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of Term SOFR Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by ▇▇▇▇▇▇▇▇ in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) Borrower shall have the right at any time and from time to time to prepay prepay, without premium or penalty, any Borrowing Revolving Borrowing, in whole or in part, subject to prior notice in accordance with the provisions requirements of Sections 5.02(l) and (m) and Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid5.03; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each that each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case is an integral multiple of an advance of a Borrowing of the same Type as provided in Section 2.02$100,000.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and to prepay Term Loans without premium or penalty (except as provided in Section 4.1(b)), in whole or in part from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with on the provisions of Section 2.09(a)(ii).following terms and conditions: (iia) The the Borrower shall notify give the Administrative Agent at the Administrative Agent’s Office written notice (andor telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of prepayment of Swingline Eurodollar Term Loans, the Swingline Lenderspecific Borrowing(s) pursuant to which made, which notice shall be given by telephonic notice the Borrower no later than 1:00 p.m. (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requestNew York time) of any prepayment under this Section 2.09(a), (ix) one Business Day prior to (in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, ABR Loans) or (y) three (3) Business Days before the date of prepayment prior to (ii) in the case of prepayment of an ABR BorrowingEurodollar Loans), not later than 1:00 p.m., New York City time, on the date of prepayment, or (iiib) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing of Term Loans shall be in a multiple of $1,000,000 and in an aggregate principal amount of at least $5,000,000; provided that no partial prepayment of Eurodollar Term Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Loans made pursuant to such Borrowing to an amount that would be permitted in less than the case Minimum Borrowing Amount for Eurodollar Term Loans; (c) any prepayment of Eurodollar Term Loans pursuant to this Section 4.1 on any day other than the last day of an advance Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 4.1(a) shall be applied to reduce the Repayment Amount in such order as the Borrower may determine. All prepayments under this Section 4.1 shall also be subject to the provisions of Section 4.2(c). At the Borrower’s election in connection with any prepayment pursuant to this Section 4.1, such prepayment shall not be applied to any Term Loan of a Borrowing Defaulting Lender. (b) All voluntary prepayments of Term Loans pursuant to Section 4.1(a) made (i) on or after the Closing Date and on or prior to the first anniversary of the same Type as provided in Section 2.02Closing Date shall be accompanied by a prepayment fee equal to 1.00% of the aggregate principal amount of such prepayment and (ii) after the first anniversary of the Closing Date shall be without premium or penalty.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty but subject to compliance with the conditions set forth in this Section 2.13(a) and with Section 2.18(c), prepay any Borrowing in whole or in part, subject to prior notice ; provided that (A) each such partial voluntary prepayment of any Eurodollar Rate Borrowing shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii)$1,000,000 or an integral multiple of $500,000 in excess of such amount and (B) each such partial voluntary prepayment of any Base Rate Borrowing (including any Swing Line Loan or Protective Advance) shall be in an aggregate principal amount of $500,000 or an integral multiple of $100,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.13(a)(i), the Borrower shall notify the Administrative Agent (and, in the case of a voluntary prepayment of Swingline Loansany Swing Line Loan, the Swingline Swing Line Lender) by telephonic notice not later than 1:00 p.m. (promptly confirmed by hand deliveryNew York City time) (A) on the date of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar BorrowingBase Rate Borrowings, not later than 1:00 p.m., New York City time, or (B) at least three (3) Business Days before prior to the date of prepayment (ii) prepayment, in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentEurodollar Rate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by any Borrowing pursuant to Section 2.07, then 2.13(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice (other than a notice relating solely to a BorrowingSwing Line Loans or Protective Advances), the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their Pro Rata Shares.

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.03(d) The and any other fees or amounts payable hereunder at such time, the Borrower shall have may, upon notice from the right at any time and from time Borrower to time to the Administrative Agent, voluntarily prepay any Borrowing the Loans, in whole or in part; provided, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City time, 11:00 a.m. three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on prior to the date of prepayment, or (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the case entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, any such notice of prepayment may indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement, capital raising or a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the event such refinancing or other transaction is not consummated, and if so revoked, such prepayment shall not be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such notice prepayment shall be irrevocable and shall specify applied ratably to the prepayment date Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility, the Term B-4 Facility and the principal amount of each Borrowing or portion thereof Term C Facility. Each such prepayment shall be applied to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination the Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (ia) The Borrower shall have the right at At any time and from time to time time, the Borrowers shall have the right to prepay any Borrowing the Loans, in whole or in part, subject without premium or penalty (except as provided in clause (iii) below), upon written notice given to the Administrative Agent not later than 11:00 a.m., Charlotte time, three Business Days prior notice to each intended prepayment of LIBOR Loans and one Business Day prior to each intended prepayment of Base Rate Loans, provided that (i) each partial prepayment of LIBOR Loans shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii). not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each partial prepayment of Base Rate Loans shall be in an aggregate principal amount of not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, (ii) The no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date of such prepayment, the applicable Borrower shall notify and the Administrative Agent aggregate principal amount and Type of the Loans to be prepaid (and, in the case of prepayment of Swingline LIBOR Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail Interest Period of such request) of any prepayment under this Section 2.09(athe Borrowing pursuant to which made), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice and shall be irrevocable and shall specify bind the applicable Borrower to make such prepayment date on the terms specified therein. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, subject to the terms and conditions of this Agreement. In the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if event the Administrative Agent receives a notice of prepayment is given in connection with a conditional under this Section, the Administrative Agent will give prompt notice of termination of thereof to the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked Lenders; provided that if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating has also been furnished to a Borrowingthe Lenders, the Administrative Agent shall advise have no obligation to notify the Lenders with respect thereto. (b) Each prepayment of the contents thereof. Each partial prepayment of any Borrowing Loans made pursuant to Section 2.7(a) shall be applied ratably among the Lenders holding the Loans being prepaid, in an proportion to the principal amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02held by each.

Voluntary Prepayments. (i) The Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.09(a)(ii2.11(a). (ii) . The Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoansLoan, the Swingline Lender) by telephonic notice telephone (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (iA) in the case of prepayment of a Eurodollar Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment prepayment, (iiB) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on the date of prepayment, prepayment or (iiiC) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, (x) if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09 and (y) a notice of prepayment of Loans 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 or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders under the Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing shall be applied against the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such prepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any).

Voluntary Prepayments. Reductions in Revolving Loan Commitments. --------------------------------------------------------------- Borrower may at any time on at least 5 days' prior written notice to Agent (i) The voluntarily prepay all or part of the Term Loan and/or (ii) permanently reduce (but not terminate) the Revolving Loan Commitment, in each case, in increments of $5,000,000; provided that (A) the Revolving Loan Commitment shall not be -------- reduced to an amount less than $190,000,000, and (B) after giving effect to such reductions, Borrower shall have the right comply with Section 1.3(b)(i). Borrower may at any ----------------- time on at least ten 10 days' prior written notice to Agent terminate the Revolving Loan Commitment, provided that upon such termination all Loans and from time to time to prepay any Borrowing -------- other Obligations shall be immediately due and payable in whole full and all Letter of Credit Obligations shall be cash collateralized or in part, subject to prior notice otherwise satisfied in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of Annex B hereto. Any voluntary prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission and any reduction or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of ------- termination of the Aggregate Commitments as contemplated Revolving Loan Commitment must be accompanied by Section 2.07, then such notice the payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.071.13(b). Promptly following receipt of Upon any --------------- such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders reduction or termination of the contents thereofRevolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall not -------- require a corresponding pro rata reduction in the L/C Sublimit. Each notice of partial prepayment shall designate the Loan or other Obligations to which such prepayment is to be applied; provided that any partial prepayments of any Borrowing the Term -------- Loan shall be in an amount that would be permitted in applied to prepay the case of an advance of a Borrowing scheduled installments of the same Type as provided Term Loan in Section 2.02inverse order of maturity.

Voluntary Prepayments. ​ (ia) The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing the outstanding remaining balance of the Loans in whole or in partpartfull on the following terms and conditions: (i) Borrowers shall give Administrative Agent written notice (or telephonic notice promptly confirmed in writing) of (A) its intent to make such prepayment and (B) the amount of such prepayment, subject no later than 5:00 p.m. 1590 calendar days prior to prior the date of such prepayment, andwhich notice in accordance with shall promptly be transmitted by Administrative Agent to each of the provisions of Section 2.09(a)(ii). relevant Lenders, as the case may be; (ii) The Borrower shall notify the Administrative Agent (and, in the case of each such prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would equal to no less than $1,000,000; and (iiiii) such prepayment may only be permitted in made on the case of an advance last Business Day of a Borrowing calendar month. ​ ​ (b) Any voluntary prepayment of the same Type Loans hereunder that is made prior to the Maturity Date, the Dispensary Loan Maturity Date or the Delayed Draw Term Loan Maturity Date, as provided applicable, or any payment upon acceleration in accordance with Section 2.02.10.02 (including, for the avoidance of doubt, in connection with an Event of Default under Section 10.01(a), 10.01(h) or 10.01(j)) and, for the avoidance of doubt, any refinancing of the Loans) shall be accompanied by all accrued interest on the amount prepaid, together with any applicablethe Make-Whole Amount or, the Delayed Draw Term Loan Make-Whole Amount and the Dispensary Loan Make WholeMake-Whole Amount. ​

Voluntary Prepayments. Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (iNew York City time) The Borrower on the date of prepayment, which notice, if telephonic, shall have be promptly confirmed in writing, at any time and from time to time, prepay any Swing Line Loan on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than one Business Day’s prior written or telephonic notice, in the right case of Base Rate Loans, and three Business Days’ prior written or telephonic notice, in the case of Eurodollar Rate Loans, in each case given to Administrative Agent by 12:00 Noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time to prepay the Term Loans or Revolving Loans on any Borrowing Business Day in whole or in part, subject part in an aggregate minimum amount of $1,000,000 and multiples of $500,000 in excess of that amount. All written notices delivered pursuant to prior notice in accordance with the provisions of Section 2.09(a)(ii). (iithis subsection 2.4B(i) The Borrower shall notify the Administrative Agent (and, be in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment form of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3Notice of Prepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable irrevocable, and shall specify the prepayment date and once given as aforesaid, the principal amount of each Borrowing or portion thereof to be prepaidthe Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination the refinancing of the Aggregate Commitments as contemplated by Section 2.07Loans with the proceeds of Indebtedness (other than the Loans) or in connection with a transaction that would result in a Change in Control and, then in either case, such transaction does not close, such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be revocable and the amounts specified therein shall not be due and payable except for any amounts payable as a result thereof pursuant to subsection 2.6D. Any such voluntary prepayment shall be applied as specified in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02subsection 2.4B(iv).

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of the Loans owing by it, in whole or in part, subject without premium or penalty, except as specified in subpart (f) below, from time to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) time. The Borrower shall notify give the Administrative Agent at the Notice Office written or telephonic notice (andin the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Term SOFR Loans) the specific Borrowing(s) pursuant to which the prepayment is to be made, which notice shall be received by the Administrative Agent by (y) 11:00 A.M. (local time at the Notice Office) three Business Days prior to the date of such prepayment, in the case of any prepayment of Swingline Term SOFR Loans, or (z) 11:00 A.M. (local time at the Swingline LenderNotice Office) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail on date of such request) prepayment, in the case of any prepayment under this Section 2.09(a)of Base Rate Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the affected Lenders, provided that: (i) each partial prepayment shall be in an aggregate principal amount of at least (A) in the case of any prepayment of a Eurodollar Term SOFR Loan, $1,000,000 (or, if less, the full amount of such Borrowing), not later than 1:00 p.m.or an integral multiple of $250,000, New York City time, three (3) Business Days before the date of prepayment (iiB) in the case of any prepayment of an ABR a Base Rate Loan, $250,000 (or, if less, the full amount of such Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment), or an integral multiple of $100,000, and (C) in the case of any prepayment of a Swing Loan, in the full amount thereof; (ii) no partial prepayment of any Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and (iii) in the case of any prepayment of a Swingline LoanTerm Loans, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice prepayment shall be irrevocable applied as directed by the Borrower, and shall specify if the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatBorrower has not so directed, if a notice of prepayment is given in connection with a conditional notice of termination direct order of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Scheduled Repayments in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders respect of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Term Loans.

Voluntary Prepayments. (ia) The Borrower shall have may, upon notice from the right Borrower to the Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Term Loan in whole or in part, subject to prior part without premium or penalty (other than as set forth in clause (b) below); provided that (A) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent not later than 11:00 a.m. (and, in the case 1) three Business Days prior to any date of prepayment of Swingline Loans, the Swingline LenderTerm SOFR Rate Loans and (2) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before on the date of prepayment of Base Rate Loans and Daily Simple SOFR Rate Loans; (iiB) in the case of any such prepayment of an ABR BorrowingTerm SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, not later than 1:00 p.m.if less, New York City time, on the date of prepayment, or entire principal amount thereof then outstanding); (iiiC) in the case of any such prepayment of Daily Simple SOFR Rate Loans shall be in a Swingline Loanprincipal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, not later than 1:00 p.m.if less, New York City timethe entire principal amount thereof then outstanding); and (D) 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, on if less, the date of prepaymententire principal amount thereof then outstanding). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Term Loans to be prepaid; provided that. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, if a and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice of prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in connection such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with a conditional notice of termination any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Term Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02their respective Applicable Percentages. (b) [Reserved].

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty but subject to the compliance with the conditions set forth in this Section 2.13(a) and Section 2.18(c), prepay any Borrowing on any Business Day in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with the provisions an aggregate minimum principal amount of Section 2.09(a)(ii)$1,000,000 and integral multiples of $100,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.13(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 p.m. (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Borrowings pursuant to Section 2.07, then 2.13(a)(i) may state that such notice is conditioned upon the occurrence of prepayment one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing applicable Class of the same Type as provided in Section 2.02details thereof.

Voluntary Prepayments. (ia) The Borrower shall have the right at At any time and from time to time time, the Borrower shall have the right to prepay any Borrowing the Loans, in whole or in part, subject without premium or penalty (except as provided in clause (iii) below), upon written notice to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case form of prepayment EXHIBIT C (each, a "Notice of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(aPrepayment"), (i) in the case of prepayment of a Eurodollar Borrowing, given not later than 1:00 p.m.11:00 a.m., New York City Charlotte time, three (3) Business Days before the date prior to each intended prepayment, provided that (i) each partial prepayment shall be in an aggregate principal amount of prepayment not less than $500,000 (ii) $250,000 in the case of Swingline Loans) or, if greater, an integral multiple of $100,000 in excess thereof, (ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount of the remaining LIBOR Loans under such Borrowing to less than $1,000,000 or to any greater amount not an ABR Borrowingintegral multiple of $500,000 in excess thereof, not later than 1:00 p.m., New York City time, on the date of prepayment, or and (iii) unless made together with all amounts required under SECTION 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such Notice of Prepayment shall specify the proposed date of such prepayment and the aggregate principal amount and Type of Loans to be prepaid (and, in the case of prepayment LIBOR Loans, the Interest Period of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice Borrowing pursuant to which made) and shall be irrevocable and shall specify bind the Borrower to make such prepayment date on the terms specified therein. Revolving Loans and Swingline Loans prepaid pursuant to this subsection (a) may be reborrowed, subject to the terms and conditions of this Agreement. (b) Each payment of Loans made pursuant to subsection (a) above shall be applied to such Loans outstanding as directed by the Borrower in the related Notice of Prepayment. Each prepayment of the Loans pursuant to this SECTION 2.7 shall be applied ratably among the Lenders holding the Loans being prepaid in accordance with this subsection (b), in proportion to the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated held by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02each.

Voluntary Prepayments. (ia) The Borrower shall have the right may at any time and from time to time to prepay any Borrowing the Loans, in whole or in part, subject in each case, without premium or penalty (except, in the case of Term Loans, as provided in Section 4.01(c) and, in the case of all Loans, as provided in Section 2.12). Subject to prior notice in accordance with the provisions of Section 2.09(a)(ii)terms, conditions and limitations set forth herein, the Borrower may reborrow any Revolving Loans that have been prepaid. (iib) The Borrower Any prepayment of Loans shall notify be made upon irrevocable notice (subject to revocation as, and in the circumstances, set forth in clause (II) below) delivered to the Administrative Agent (and, to the extent solely with respect to the Revolving Loans, the Revolving Agent) no later than Noon (New York City time) three Business Days prior thereto, in the case of prepayment of Swingline LIBOR Loans, and no later than Noon (New York City time) on the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail date of such request) of any prepayment under this Section 2.09(a)payment, (i) in the case of prepayment of a Eurodollar BorrowingBase Rate Loans, not later than 1:00 p.m., New York City time, three (3) Business Days before which notice shall specify the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date and amount of prepayment, identify the Class and Tranche of the prepayment of Loans and whether the prepayment is of LIBOR Loans or Base Rate Loans; provided, that if a LIBOR 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 2.12; and provided, further, that (I) each voluntary prepayment of Loans pursuant to this Section 4.01(b) shall be applied at the Borrower’s election, to the Revolving Loans exclusively or to each Tranche of Term Loans on a pro rata basis (other than a prepayment of Loans with the proceeds of (x) Indebtedness Incurred pursuant to Section 2.17 or (iiiy) Indebtedness Incurred under Section 8.01(d), which, in the case of prepayment of a Swingline Loaneach case, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable applied to the Tranche of Loans being Refinanced pursuant thereto) and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, (II) if a such notice of prepayment indicates that such prepayment is given in connection to be funded with the proceeds of a conditional notice of termination Refinancing of the Aggregate Commitments as contemplated by Section 2.07Term Facilities, then Revolving Facilities or otherwise conditioned upon the consummation of any other transaction or the occurrence of any event (including an acquisition or a Change of Control), such notice of prepayment may be revoked if such notice Refinancing is not consummated or such condition is not satisfied, subject to payment of termination is revoked any costs referred to in accordance with Section 2.072.12. Promptly following Upon receipt of any such notice relating to a Borrowing, the Administrative Agent (and Revolving Agent, if applicable) shall advise the Lenders of the contents promptly notify each relevant Lender thereof. Each partial prepayment If any such notice is given, the 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. Prepayments shall be accompanied by Prepayment Fees required by Section 4.01(c), if applicable, and accrued interest. Partial prepayments of any Borrowing Term Loans shall be in an aggregate principal amount of at least $1,000,000 or, if less, the outstanding principal amount of such Borrowing. Prepayments of Revolving Loans and Swing Line Loans shall be an aggregate principal amount not less than the lesser of (i) $1,000,000 and (ii) the aggregate principal amount of all such Revolving Loans or Swing Line Loans outstanding. (c) If the Borrower (x) prepays, refinances, converts, substitutes or replaces any Term Loans in connection with a Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, then the Borrower shall pay to the Administrative Agent, for the ratable account of each of the Lenders holding Term Loans immediately prior to the consummation of such Repricing Transaction (including each Lender holding Term Loans immediately prior to the consummation of such Repricing Transaction that would be permitted withholds its consent to such Repricing Transaction and is replaced as a Replaced Lender under Section 2.14), (I) in the case of an advance clause (x), a prepayment premium equal to the Applicable Prepayment Percentage of the aggregate principal amount of the Term Loans so prepaid, refinanced, substituted or replaced and (II) in the case of clause (y), a fee equal to the Applicable Prepayment Percentage of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. Such amounts shall be due and payable on the date of effectiveness of such Repricing Transaction (as applicable, the “Prepayment Fees”); provided that, for the avoidance of doubt, the Borrower shall not be subject to the requirements of this Section 4.01(c) with respect to any Repricing Transaction occurring after the date that is twelve (12) months after the Original Closing Date. (d) All voluntary prepayments of a Borrowing Tranche of Term Loans in accordance with this Section 4.01 shall be applied to the remaining amortization payments of the same Type respective Tranches of Term Loans as provided directed by the Borrower (or, if the Borrower has not made such designation, in Section 2.02direct order of maturity).

Voluntary Prepayments. (ia) The Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions paragraph (b) of Section 2.09(a)(ii)this Section. (iib) The Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent by telephone (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (other than a prepayment of a Swingline Loan) (i) in the case of prepayment of a Eurodollar Eurocurrency Revolving Borrowing, not later than 1:00 p.m., New York City timeLocal Time, three (3) Business Days before the date of prepayment prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 1:00 p.m., New York City Chicago time, on the date of prepayment, prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City Chicago time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Revolving Borrowing shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16.

Voluntary Prepayments. (i) The Borrower shall have the right may, at its option, prepay Borrowings consisting of Base Rate Advances at any time and in whole, or from time to time to prepay any Borrowing in whole or in part, subject in amounts aggregating $100,000 or any greater integral multiple of $100,000, by paying the principal amount to prior notice be prepaid together with interest accrued and unpaid thereon to the date of prepayment. Those Borrowings consisting of Eurodollar Advances may be prepaid, at the Borrower's option, in whole, or from time to time in part, in amounts aggregating $1,000,000 or any greater integral multiple of $100,000, by paying the principal amount to be prepaid, together with interest accrued and unpaid thereon to the date of prepayment, and all compensation payments pursuant to Section 3.12 if such prepayment is made on a date other than the last day of an Interest Period applicable thereto. Each such optional prepayment shall be applied in accordance with the provisions of Section 2.09(a)(ii)3.06(a)(iii) below. (ii) The Borrower shall notify give written notice (or telephonic notice confirmed in writing) to the Administrative Agent (and, in the case of any intended prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), Loans (i) in the case of prepayment of a Eurodollar Borrowingprior to 12:00 noon (Atlanta, not later than 1:00 p.m., New York City Georgia time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time), on the date of prepayment, or (iii) in the case of any prepayment of a Swingline LoanBase Rate Advances and (ii) not less than three Business Days prior to any prepayment of Eurodollar Advances. Such notice, not later than 1:00 p.m.once given, New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount irrevocable. Upon receipt of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingprepayment, the Administrative Agent shall advise the Lenders promptly notify each Lender of the contents thereof. Each partial of such notice and of such Lender's share of such prepayment. (iii) The Borrower, when providing notice of prepayment pursuant to Section 3.06(a)(iii), may designate the Types of any Advances and the specific Borrowing or Borrowings which are to be prepaid provided that each prepayment made pursuant to a single Borrowing shall be in an amount that would be permitted in applied pro rata among the case of an advance Advances comprising such Borrowing. In the absence of a Borrowing of designation by the same Type as provided Borrower, the Administrative Agent shall, subject to the foregoing, make such designation in its sole discretion. All voluntary prepayments shall be applied pursuant to Section 2.023.06(c)(i).

Voluntary Prepayments. (i) The Prior to the Maturity Date, the Borrower shall have the right at any time and may, from time to time to prepay on any Borrowing Business Day, make a voluntary prepayment, in whole or in part, subject to prior notice in accordance with of the provisions outstanding principal amount of Section 2.09(a)(ii).the Loans; provided, however, that: (iia) The Borrower any such prepayments shall notify be made Pro Rata among Loans having the Administrative Agent same Interest Period of all the applicable Lenders; (and, in the case of prepayment of Swingline Loans, the Swingline Lenderb) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of all such request) of any prepayment under this Section 2.09(a), voluntary prepayments shall require (i) in the case of prepayment of a Eurodollar BorrowingRate Loans, not later than 1:00 p.m., notice to the Administrative Agent on or before 11:00 a.m. (New York City time, ) not less than three (3) Business Days before the date in advance of any prepayment thereof, and (ii) in the case of prepayment of an ABR BorrowingBase Rate Loans, not later than 1:00 p.m., notice to the Administrative Agent on or before 11:00 a.m. (New York City time, ) on the date Business Day of prepayment, or any prepayment thereof; (iiic) all such voluntary partial prepayments shall be (i) in the case of Revolving Loans, in an aggregate minimum amount of $1,000,000 and an integral multiple of $100,000 or, if less, the aggregate principal amount of the Revolving Loans outstanding hereunder, or (ii) in the case of Swing Line Loans, in any minimum amount; and (d) each such notice delivered pursuant to clause (b) hereof shall specify the date and amount of such prepayment and the Type(s) of a Swingline LoanLoans to be prepaid and, not if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. 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 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 another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction; provided, further that the Borrower shall provide the Administrative Agent irrevocable confirmation of such prepayment no later than 1:00 p.m., p.m. (New York City time, ) on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted specified in the case of an advance of a Borrowing of the same Type as provided in Section 2.02notice delivered pursuant to clause (b).

Voluntary Prepayments. (iSubject to the payment of any prepayment or repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The and any other fees or amounts payable hereunder at such time, the Borrower shall have may, upon written notice from the right at any time and from time Borrower to time to the Administrative Agent, voluntarily prepay any Borrowing the Loans, in whole or in part; provided, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City time, three 11:00 a.m. five (35) Business Days before prior to the date of prepayment and (ii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the case entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, and the payment amount specified in such notice shall be due and payable on the date of prepayment, or specified therein. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (iiix) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, all accrued interest on the date principal amount of the Loans prepaid, (y) the prepayment or repayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such notice prepayment shall be irrevocable applied first, to outstanding Term C Loans (if any), second, to outstanding Term B Loans (if any) and third, to outstanding Term A Loans. Each such prepayment shall specify be applied to the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (ia) The Borrower shall have may, prior to 11:00 A.M. Dallas, Texas time, upon at least three Business Days' written notice by the right at Borrower to the Administrative Agent in the case of Eurodollar Loans, and prior to 9:00 A.M. Dallas, Texas time, upon two Business Days' written notice on any time and from time to time to Business Day in the case of Base Rate Loans, prepay any Borrowing Revolving Loans and/or Term B Loans, as the Borrower may elect, in whole or in part, subject to prior notice in accordance with the provisions amounts of Section 2.09(a)(ii)$1,000,000 or an integral multiple of $500,000 in excess thereof. (iib) Any notice of prepayment delivered pursuant to this Section 2.06 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans and the Type of Loans to be prepaid. The Administrative Agent will promptly notify each affected Bank thereof and of such Bank's pro rata portion of such prepayment. If such notice is given by the Borrower and not withdrawn, the Borrower shall notify make such prepayment, and the Administrative Agent (and, payment amount specified in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic such notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City timeshall be due and payable, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, specified therein together with accrued interest to each such date on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date amount prepaid and the principal amount of each Borrowing or portion thereof amounts, if any, required pursuant to Section 4.04; provided that interest to be prepaid; provided that, if a notice of prepayment is given paid in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date. (c) Any prepayment of Term B Loans pursuant to this Section 2.06 shall be in an amount that would applied to the remaining scheduled installments of Term B Loans to be permitted in made pursuant to Section 2.08(a) pro rata (based on the case then remaining amounts of an advance of a Borrowing of the same Type as provided in Section 2.02such remaining installments).

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Loans may be repaid in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). part without premium or penalty (ii) The Borrower shall notify the Administrative Agent (and, except in the case of prepayment of Swingline Loans other than Base Rate Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this amounts payable pursuant to Section 2.09(a3.05), ; provided that: (i) in the case of prepayment of a Eurodollar BorrowingLoans other than Swingline Loans, not later than 1:00 p.m., (A) notice thereof must be received by 12:00 noon (New York City time, ) by the Administrative Agent at least three (3) Business Days before prior to the date of prepayment, in the case of Eurodollar Rate Loans, and one (1) Business Day prior to the date of prepayment, in the case of Base Rate Loans, (B) any such prepayment shall be a minimum principal amount of (x) $500,000 and integral multiples of $100,000 in excess thereof, in the case of Eurodollar Rate Loans and (y) $500,000 and integral multiples of $100,000 in excess thereof, in the case of Base Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; and (ii) in the case of prepayment of an ABR BorrowingSwingline Loans, not later than (A) notice thereof must be received by the Swingline Lender by 1:00 p.m., p.m. (New York City time, ) on the date of prepaymentprepayment (with a copy to the Administrative Agent), or and (iiiB) any such prepayment shall be in the case of prepayment of a same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentLender). Each such notice of voluntary prepayment hereunder shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof such prepayment, the Loans and Types of Loans that are being prepaid and, if Eurodollar Rate Loans are to be prepaid; provided that, the Interest Period(s) of such Loans. The Administrative Agent will give prompt notice to the applicable Lenders of any prepayment on the Loans and the Lender’s interest therein. Prepayments of Eurodollar Rate Loans hereunder shall be accompanied by accrued interest on the amount prepaid and breakage or other amounts due, if any, under Section 3.05. Notwithstanding the foregoing, a notice of voluntary prepayment is given in connection with a conditional notice of termination of delivered by the Aggregate Commitments as contemplated by Section 2.07, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or other contingent events, in which case such notice may be revoked if such by the Borrower (by notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise on or prior to the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02specified effective date) if such condition is not satisfied.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and to prepay Term Loans in whole or in part from time to time on the following terms and conditions: (i) as a specifically negotiated requirement, additional consideration for providing the Term Loans, and an important economic provision upon which the Agents and the Lenders are relying, the Borrower shall deliver to prepay any Borrowing in whole or in partthe Administrative Agent written notice of the Borrower’s intent to make such prepayment and the amount of such prepayment, subject by 3:00 p.m. no less than five (5) Business Days prior to prior notice in accordance with the provisions date of Section 2.09(a)(ii).such prepayment, specifying the date on which such prepayment is to be made; (ii) The a notice delivered pursuant to Section 4.01(a)(i) shall be irrevocable, shall include or be accompanied by a certification of an Authorized Officer of the Borrower that the prepayment is being made pursuant to and in compliance with all provisions of Section 4.01(a), and shall notify obligate the Administrative Agent Borrower to prepay the amount specified in such notice on the date specified therein together with accrued interest thereon and the applicable Prepayment Premium, if any, all of which shall become due and payable on the prepayment date set forth in such notice; provided that notwithstanding the foregoing any such voluntary prepayment occurring as a result of a Change of Control, a refinancing of the Obligations or another specified and material transaction may be conditional upon the closing of any such transaction; (iii) each partial prepayment of any Term Loans shall be in a multiple of $50,000 and in an aggregate principal amount of at least $250,000; (iv) each prepayment of Term Loans pursuant to this Section 4.01 on any day other than the last day of the applicable Interest Period shall be subject to compliance by the Borrower with the applicable provisions of Section 2.07; and, in (v) on the case date of prepayment of Swingline Loansany Term Loan pursuant to this Section 4.01, the Swingline LenderBorrower shall pay to the Administrative Agent, for the benefit of the Lenders, the applicable Prepayment Premium, if any. (b) Each prepayment pursuant to this Section 4.01 shall be applied to reduce the scheduled installments of the Term Loans as directed by telephonic notice (promptly confirmed by hand deliverythe Borrower, facsimile transmission or electronic mail and in the absence of such request) a direction, shall be applied to the scheduled installments of any prepayment under this Section 2.09(a), (i) the Term Loans in the case inverse order of maturity. (c) Notwithstanding anything in Section 4.01(a) to the contrary, if the Lenders decline any mandatory payment in accordance with Section 4.05, any voluntary prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, the applicable Term Loans that occurs within three (3) Business Days before of the date that the applicable Lenders decline such mandatory prepayment in an amount equal to such declined proceeds, shall: (i) be excluded from the notice and minimum amount requirements of prepayment Sections 4.01(a)(i) and 4.01(a)(iii), and (ii) in be applied to reduce the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date Term Loans and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount Prepayment Premium that would be permitted in the case of an advance of have been applicable to such amount if accepted as a Borrowing of the same Type as provided in mandatory prepayment under Section 2.024.02(a).

Voluntary Prepayments. (i) The Any Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of this Section 2.09(a)(ii2.11(a). (ii) . The Borrower applicable Borrower, or the Company on behalf of the applicable Borrower, shall notify the Administrative Agent (and, in the case of prepayment of a Swingline LoansLoan, the Swingline Lender) by telephonic notice telephone (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requesttelecopy) of any prepayment under this Section 2.09(a), hereunder (iA) in the case of prepayment of a Eurodollar Eurocurrency Borrowing or a BA Equivalent Borrowing, not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, three (3) Business Days (in the case of a Eurocurrency Borrowing denominated in Dollars or a BA Equivalent Borrowing) or four (4) Business Days (in the case of a Eurocurrency Borrowing denominated in a Foreign Currency), in each case before the date of prepayment prepayment, (iiB) in the case of prepayment of an ABR Borrowing or a Canadian Base Rate Borrowing, not later than 1:00 p.m.12:00 noon, New York City time, on the date of prepayment, prepayment or (iiiC) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m.12:00 noon, New York City timeLocal Time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, (x) if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.072.09, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.072.09 and (y) a notice of prepayment of Loans 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 or applicable Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders under the 2021 Revolving Facility, 2023 Revolving Facility, Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type and Class as provided in Section 2.02. Each prepayment of a 2021 Revolving Borrowing shall be applied ratably to the 2021 Revolving Loans included in the prepaid Borrowing. Each prepayment of a 2023 Revolving Borrowing shall be applied ratably to the 2023 Revolving Loans included in the prepaid Borrowing. Each prepayment of a Tranche A-1 Term Loan Borrowing or Tranche A-2 Term Loan Borrowing under this Section 2.11(a) shall be applied against the remaining installments of principal due with respect to Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, in the manner specified by the relevant Borrower or, if not so specified on or prior to the date of such prepayment, on a pro rata basis to the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, and ratably to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be, included in the prepaid Borrowing and ratably against the remaining installments of principal due with respect to the Term Loans under the Tranche A-1 Term Loan Facility or Tranche A-2 Term Loan Facility, as the case may be. Prepayments shall be accompanied by (i) accrued interest to the extent required by Section 2.13 and (ii) break funding payments pursuant to Section 2.16 (if any).

Voluntary Prepayments. (a) The Loan may not be prepaid on or prior to the Revolving Credit Period Expiration Date other than (i) prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) and in accordance with Section 2.5 and/or (ii) solely with respect to the Tranche B Advances, upon the occurrence of any conduit sale, securitization or securitization type transaction (collectively, a “Securitization Event”), upon at least sixty (60) days’ prior written notice to Agent, so long as the Loan or this Agreement shall not be terminated in connection therewith, provided, the prepayment of the Tranche B Advances following a Securitization Event (with no prepayment premium) shall be limited to once per calendar year (separately or together for each of Loans in respect of Eligible A Receivables and Loans in respect of Eligible B Receivables) during the Revolving Credit Period and no such prepayment shall be made during the three (3) calendar months preceding the Revolving Credit Period Expiration Date; provided, further, that any Receivables selected to be sold, transferred or contributed in connection with such Securitization Event must be selected from all similar Receivables of Borrower at random and with no intention to select Receivables in a manner that would be more adverse (as determined by Agent in its Permitted Discretion) to Agent or Lenders than other Receivables of Borrower. At any time after the Revolving Credit Period Expiration Date, subject to the terms of this Agreement and the payment of the applicable prepayment premium set forth in this Section 2.6(a) (other than with respect to prepayments of the principal balance of the Loan which arise from payments of one or more Pledged Receivables by the related Obligor(s) or any other proceeds of Collateral and in accordance with Section 2.5), Borrower may terminate financing under this Agreement, and prepay the Loan in whole, but not in part. Such permitted prepayment in full shall be known as a “Voluntary Termination”), and may be effected only by providing Agent with written notice (the “Termination Notice”). The Termination Notice shall be provided to the Agent at least sixty (60) calendar days’ prior to the specific date upon which Borrower intends to cease financing hereunder and prepay the Obligations in full, which date shall be known as the “Voluntary Termination Date”). In connection with a Voluntary Termination, if Borrower does not pay and perform all Obligations on the Voluntary Termination Date, Borrower may subsequently terminate financing under this Agreement only upon delivering to Lender a new Termination Notice and otherwise complying with this Section 2.6(a). In connection with a Voluntary Termination whereby the Voluntary Termination Date is on or before the date of the first anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to three percent (3%) multiplied by the then outstanding principal balance of the Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the first anniversary of the Revolving Credit Period Expiration Date and is on or before the date of the second anniversary of the Revolving Credit Period Expiration Date, the Indebtedness owing and to be paid by Borrower to Agent, for the benefit of Lenders, on the Voluntary Termination Date shall include as liquidated damages, not as a penalty, an amount equal to two percent (2%) multiplied by the then outstanding principal balance of the Loan. In connection with a Voluntary Termination whereby the Voluntary Termination Date is after the date of the second anniversary of the Revolving Credit Period Expiration Date, Borrower shall not have to pay any liquidated damages under this Section 2.6(a) in connection with such Voluntary Termination. (b) If the right at Loan is accelerated for any time reason (other than pursuant to or in connection with a Change in Control) prior to the Revolving Credit Period Expiration Date, Borrower shall pay to Lender, in addition to all other amounts outstanding under the Loan Documents, as liquidated damages, not as a penalty, an amount equal to three percent (3%) multiplied by the then outstanding principal balance of the Loan. (c) Notwithstanding any other provision of any Loan Document, no termination of financing under this Agreement shall affect Agent’s rights or any of the Obligations existing as of the Termination Date, and the provisions of the Loan Documents shall continue to be fully operative until the Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in cash in full. The liens granted to Agent under the Loan Documents and the financing statements filed pursuant thereto and the rights and powers of Lender thereunder shall continue in full force and effect notwithstanding the fact that Borrower’s borrowings hereunder may from time to time to prepay be in a zero or credit position until (a) all of the Obligations (other than indemnity obligations under the Loan Documents that are not then due and payable or for which any Borrowing events or claims that would give rise thereto are not then pending) have been fully performed and indefeasibly paid in whole or full in partcash, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). and (iib) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment financing under this Section 2.09(a)Agreement has been terminated, (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02herein.

Voluntary Prepayments. (i) The Borrower shall have So long as no Early Amortization Event is then continuing, the right at any time and Issuer may, from time to time to prepay any Borrowing time, make an optional Prepayment of principal of the Notes of a Series at the times, in whole or in part, the amounts and subject to prior notice the conditions and limitations set forth in the Supplement for the Series of Notes to be prepaid. If an Early Amortization Event is then continuing, all optional Prepayments made in accordance with the provisions of this Section 2.09(a)(ii). (ii702(b) shall be applied in accordance with the applicable provisions of Section 302 hereof. The Borrower Issuer shall notify promptly confirm any telephonic notice of prepayment in writing. Any optional Prepayment of principal made by the Administrative Agent (Issuer pursuant to this Section 702(b) shall also include accrued interest to the date of the prepayment on the amount being prepaid. Any optional Prepayment made pursuant to the provisions of this Section 702(b) shall be accomplished by a deposit of funds directly into the Trust Account and, unless otherwise specified in the case Supplement for any Series of prepayment Notes then Outstanding, may be applied by the Issuer to reduce the unpaid principal balance of Swingline Loansone or more Series of Notes then Outstanding, such Series to be selected in the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail sole discretion of such request) the Issuer. Notice of any prepayment under this Section 2.09(a), (i) in the case of voluntary prepayment of a Eurodollar BorrowingSeries of Term Notes to be made by the Issuer pursuant to the provisions of this Section 702(b) shall be given by the Issuer to the Indenture Trustee and, if applicable, the Series of Notes to be prepaid, not later than 1:00 p.m., New York City time, three the tenth (310th) Business Days before day prior to the date of such prepayment (ii) in and not earlier than the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on Payment Date immediately preceding the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Prepayment.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from From time to time time, the Company may, without premium or penalty but subject to compliance with the conditions set forth in this Section 11.13(a) and with Section 11.13(c), prepay any Borrowing the Discretionary Draw Advance in whole or in part, subject in each case, pursuant to prior notice the Discretionary Draw Election Reports as described in accordance with the provisions of Section 2.09(a)(ii11.13(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of To make a voluntary prepayment of Swingline Loanspursuant to Section 11.13(a), the Swingline Lender) by telephonic notice (promptly confirmed by hand deliveryCompany shall deliver, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)via e-mail, (i) in the case of prepayment of a Eurodollar Borrowing, to Aron not later than 1:00 p.m., 4:00 p.m. (New York City time, three (3) on the immediately preceding Business Days before Day prior to the proposed date of prepayment (ii) in of the case of prepayment of an ABR BorrowingDiscretionary Draw Advance or any portion thereof, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and Discretionary Draw Election Report which shall specify the prepayment date (which shall be a Business Day) and the total principal amount of the Discretionary Draw Advance then outstanding, after giving effect to any prepayment thereof requested to be made on such prepayment date, to be calculated in accordance with Schedule C. The request for such prepayment under such Discretionary Draw Election Report shall be irrevocable, and the principal amount of each Borrowing or portion thereof to be prepaidthe Discretionary Draw Advance specified therein shall become due and payable on the prepayment date specified therein; provided thatthat any request for prepayment under the related Discretionary Draw Election Report pursuant to this Section 11.13(a)(ii) may state that such request is conditioned upon the occurrence of one or more events specified therein, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then which case such notice of prepayment may be revoked rescinded by the Company (by written notice to Aron on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02not satisfied.

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.03(d) The and any other fees or amounts payable hereunder at such time, the Borrower shall have may, upon notice from the right at any time and from time Borrower to time to the Administrative Agent, voluntarily prepay any Borrowing the Loans, in whole or in part; provided, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City time, 11:00 a.m. three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on prior to the date of prepayment, or (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the case entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, any such notice of prepayment may indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement, capital raising or a particular Disposition or the occurrence of a Change of Control and may be revoked by the Borrower in the event such refinancing or other transaction is not consummated, and if so revoked, such prepayment shall not be due and payable. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, (y) the prepayment premium required under Section 2.03(d) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such notice prepayment shall be irrevocable and shall specify applied (x) with respect to any such prepayment on or prior to [June 30, 2021], ratably to the prepayment date Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and (y) with respect to any such prepayment after [June 30, 2021], ratably to the Term A Facility, the Term B-1 Facility, the Term B-2 Facility, the Term B-3 Facility and the Term C Facility and to the principal amount of each Borrowing or portion repayment installments thereof on a pro rata basis. Each such prepayment shall be applied to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination the Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice from the right Borrower to the Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans, in whole or in part, subject part without premium or penalty; provided that (A) such notice must be in a form reasonably acceptable to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (and, in the case 1) three Business Days prior to any date of prepayment of Swingline Loans, the Swingline LenderEurodollar Rate Loans and (2) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before on the date of prepayment of Base Rate Loans; (iiB) in the case of any such prepayment of an ABR BorrowingEurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, not later than 1:00 p.m.if less, New York City time, on the date of prepayment, or entire principal amount thereof then outstanding); and (iiiC) in the case of any prepayment of Base Rate Loans shall be in a Swingline Loanprincipal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, not later than 1:00 p.m.if less, New York City time, on the date of prepaymententire principal amount thereof then outstanding). Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof 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 Applicable Percentage of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to the last sentence of this Section 2.05(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 a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each notice delivered by the Borrower pursuant to this Section 2.05(a) shall be irrevocable; provided that, if that a notice of prepayment delivered by the Borrower may state that such notice is given in connection with conditioned on the occurrence of a conditional notice refinancing of termination all or any portion of the Aggregate Commitments as contemplated by Section 2.07Loans or the occurrence of any other event which would have provided the cash proceeds for such prepayment, then in which case such notice of prepayment may be revoked if such by the Borrower (by notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise on or prior to the Lenders specified closing date of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02such refinancing or other such event) if such condition is not satisfied.

Voluntary Prepayments. (i1) The Borrower Loans shall have the right at any time and from time to time to prepay any Borrowing be prepaid in whole or in part, subject part on each Quarterly Payment Date to prior notice the extent required in accordance with the provisions of Section 2.09(a)(ii)Article IX. (ii2) The Borrower shall notify Without limiting clause (1) above, the Administrative Agent (and, Loans may be prepaid in whole or in part on each Quarterly Payment Date at the case of Borrower’s election to the extent provided in Section 9.1(a)(i)(I). Each such prepayment of Swingline Loans, the Swingline Lender) by telephonic Loans may be made with not less than three Business Days’ prior written notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in thereof to the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three Agents and KBRA. (3) Notwithstanding anything to the contrary contained herein, but subject to the requirement that no Default or Event of Default has occurred and is continuing or will result after giving effect thereto, the Borrower, may at any time during and after the Reinvestment Period, up to two times in any calendar month (or such additional amount as agreed to by the Blackstone Asset Based Finance Representative), upon at least three Business Days before Days’ notice to the date Blackstone Asset Based Finance Representative, Agents and KBRA, prepay without penalty or premium (other than as set forth in Section 2.7(a)(4)) all or any portion of prepayment (iithe Loans then outstanding on any Business Day that is not a Quarterly Payment Date by paying the principal amount to be prepaid and any amounts due pursuant to Section 2.9. Prepayments of Loans pursuant to this Section 2.7(b)(3) in shall not be subject to the case Priority of Payments. Each prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on any Loan by the date of prepayment, Borrower pursuant to Section 2.7(b)(2) or (iii3) shall in each case be in a principal amount of at least $2,500,000 or a whole multiple of $100,000 in excess thereof or, if less, the case entire outstanding principal amount of the Loans. If a notice of such prepayment of a Swingline Loanis given by the Borrower, not later than 1:00 p.m., New York City time, on the date of prepayment. Each Borrower shall make such prepayment and the payment amount specified in such notice shall be irrevocable due and payable on the date specified therein. Each notice of such prepayment under Section 2.7(b) shall be effective upon receipt and shall specify be dated the prepayment date such notice is being given, signed by an Authorized Officer of the Borrower and the principal amount otherwise appropriately completed. Upon receipt of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of from the Aggregate Commitments as contemplated by Borrower pursuant to Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing2.7(b), the Administrative Agent shall advise promptly notify each Lender and the Lenders Blackstone Asset Based Finance Representative of the contents thereofthereof and of such ▇▇▇▇▇▇’s ratable share (if any) of such prepayment. Each partial Notices of prepayment of any Borrowing shall thereafter be in an amount that would be permitted revocable by the Borrower no later than 10:00 a.m. (New York City time) three Business Days (in the case of an advance prepayments under Section 2.7(b)(2)) or one Business Day (in the case of a Borrowing prepayments under Section 2.7(b)(3)) before the date set forth by the Borrower in the applicable notice of prepayment as the same Type as provided in Section 2.02prepayment date. Upon the expiration of such time period, the notice of prepayment shall be irrevocable.

Voluntary Prepayments. (i) The Borrower shall have the right at any Any time and from time to time (A) with respect to Base Rate Loans, any Borrower may prepay any Borrowing such Loans on any Business Day in whole or in part, subject in an aggregate minimum amount of $1,000,000 and integral multiples of $1,000,000 in excess of that amount; and (B) with respect to prior notice Eurocurrency Rate Loans, any Borrower may prepay any such Loans on any Business Day in accordance whole or in part in an aggregate minimum amount of, with respect to Loans denominated in Dollars and prepayments of Revolving Loans, $1,000,000 and integral multiples of $1,000,000 in excess of that amount, and, with respect to Loans denominated in Euro or any other Approved Currency, €5,000,000 and integral multiples of €1,000,000 in excess of that amount (or such lesser amount as the provisions of Section 2.09(a)(iiAdministrative Agent may agree).; (ii) The Borrower All such prepayments shall notify the Administrative Agent be made (and, A) upon not less than one Business Day’s prior written notice in the case of prepayment of Swingline Base Rate Loans, the Swingline Lender; and (B) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, upon not later less than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) Days’ prior written notice in the case of prepayment of an ABR BorrowingEurocurrency Rate Loans; in each case given to the Administrative Agent, not later than by 1:00 p.m., p.m. (New York City time, ) on the date of prepaymentrequired (and the Administrative Agent shall promptly transmit such original notice for Term Loans or Revolving Loans, or (iii) in as the case may be, by telefacsimile or telephone to each Lender). Upon the giving of prepayment of a Swingline Loanany such notice, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.15(a). Notwithstanding anything to be prepaid; provided thatthe contrary contained in this Agreement, if a any notice of prepayment pursuant to this Section 2.13(a) may state that the effectiveness of such prepayment is given conditioned upon the consummation of a refinancing, sale, change of control or other event specified therein, in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then which case such notice of prepayment may be revoked if such by the applicable Borrower (by written notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise on or prior to the Lenders of the contents thereof. Each partial prepayment specified date) if such condition is not satisfied, subject to payment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided costs referred to in Section 2.022.18 resulting therefrom.

Voluntary Prepayments. (i) The Borrower shall have may, at its option, subject to Section 2.4(a)(ii) below, prepay the right Term Loans, without premium or penalty, in full at any time and or in part from time to time time, by notifying the Administrative Agent in writing at least one Business Day prior to prepay the proposed prepayment date, in the case of Loans consisting of ABR Advances, and at least three Business Days prior to the proposed prepayment date, in the case of Loans consisting of Eurodollar Advances, specifying the Term Loans to be prepaid, whether such Loans consist of ABR Advances, Eurodollar Advances, or a combination thereof, the amount to be prepaid and the date of prepayment. Such notice shall be irrevocable and the amount specified in such notice shall be due and payable on the date specified, together with accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Each partial prepayment made pursuant to this subsection of Term Loans (when added to the prepayment of the Revolving Credit Term Tranche Loans required by Section 2.4(a)(ii) below) shall be in an aggregate principal amount of $1,000,000 or such amount plus a whole multiple of $250,000 in excess thereof (or, if less, the outstanding principal balance of the Revolving Credit Term Tranche Loan and Term Loans being prepaid). After giving effect to any Borrowing in whole partial prepayment with respect to Eurodollar Advances that were made (whether as the result of a borrowing or in parta conversion) on the same date and that had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall equal (subject to prior notice Section 2.5) $5,000,000 or such amount plus a whole multiple of $500,000 in accordance with the provisions of Section 2.09(a)(ii)excess thereof. (ii) The Borrower shall notify the Administrative Agent may not (and, in the case of x) make a voluntary prepayment of Swingline Loansthe Term Loans pursuant to Section 2.4(a)(i) unless, concurrently with such prepayment, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail Borrower makes a voluntary prepayment of such requestthe Revolving Credit Term Tranche Loans pursuant to Section 2.7(a) of any the Revolving Credit Facility or (y) make a voluntary prepayment under of the Revolving Credit Term Tranche Loans pursuant to Section 2.7(a) of the Revolving Credit Facility unless, concurrently with such prepayment, the Borrower makes a voluntary prepayment of the Term Loans pursuant to this Section 2.09(a2.4(a), . Such prepayments shall be in an amount equal to (iA) in the case of the Revolving Credit Term Tranche Loans, the aggregate amount of such voluntary prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three the Revolving Credit Term Tranche Loans and Term Loans multiplied by the Revolver Prepayment Fraction and (3) Business Days before the date of prepayment (iiB) in the case of the Term Loans, the aggregate amount of such voluntary prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in Revolving Credit Term Tranche Loans and Term Loans multiplied by the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Term Prepayment Fraction.

Voluntary Prepayments. (i) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of the Loans, in whole or in part, subject without premium or penalty (except as specified below), from time to prior notice in accordance with time on the provisions of Section 2.09(a)(ii).following terms and conditions: (iia) The the Borrower shall notify give the Administrative Agent at the Notice Office written or telephonic notice (andin the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by (i) 12:00 noon (local time at the Notice Office) three Business Days prior to the date of such prepayment, in the case of any prepayment of Swingline Eurodollar Loans, or (ii) 12:00 noon (local time at the Swingline LenderNotice Office) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail one Business Day prior to the date of such request) prepayment, in the case of any prepayment under this Section 2.09(a)of Base Rate Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the Lenders; (ib) in the case of prepayment of a Eurodollar Borrowingany Borrowings, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any such Borrowing shall be in an aggregate principal amount that would be permitted in of at least the case Minimum Borrowing Amount applicable thereto; (c) no partial prepayment of an advance of any Loans made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, provided that the foregoing limitation shall not apply if such Loans are being prepaid in full; (d) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (e) each prepayment of Eurodollar Loans pursuant to this Section 5.1 on any date other than the last day of the same Type as provided Interest Period applicable thereto shall be accompanied by any amounts payable in respect thereof under Section 2.022.7.

Voluntary Prepayments. (ia) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans or SOFR Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion). All voluntary prepayments, including all optional prepayments under this Section 2.12 shall be subject to Section 2.16, but otherwise without premium (except as set forth in Section 2.12(d)) or penalty. Any such notice of prepayment pursuant to this Section 2.12(a) 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 or the Borrower may delay the date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice to the Administrative Agent on or prior notice to the specified effective date) if such condition is not satisfied or the satisfaction of such condition is delayed. (b) Voluntary prepayments of any Class of outstanding Loans shall be applied to such Classes of Loans as the Borrower may direct, or in the absence of direction, ratable among the Classes, and thereafter to the remaining amortization payments under such Class, as the Borrower may direct, and in the absence of such direction, in direct order of maturity thereof.; provided that, prior to the 2025 Revolving Facility Maturity Date, other than in connection with the termination of the 2025 Revolving Credit Commitments in full, voluntary prepayments of Revolving Credit Loans shall be applied on a pro rata basis to the 2025 Revolving Credit Loans and the 2027 Revolving Credit Loans. (c) Notwithstanding anything in any Loan Document to the contrary, so long as no Specified Event of Default has occurred and is continuing or would result from such prepayment, the Borrower may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled immediately upon such prepayment) on the following basis: (i) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with the provisions of this Section 2.09(a)(ii2.12(c). (ii) (A) The Borrower may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Manager with three Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (B) any such offer shall notify be made available, at the sole discretion of the Borrower, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual Class basis (but in any event such prepayment need not be pro rata among all Classes), (C) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.12(c)(ii)), (D) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 in excess thereof (or in such lower minimum amounts or multiples as agreed to by the Administrative Agent in its reasonable discretion) and (and, in E) each such offer shall remain outstanding through the case Specified Discount Prepayment Response Date. The Auction Manager will promptly provide each Appropriate Lender with a copy of prepayment such Specified Discount Prepayment Notice and a form of Swingline Loans, the Swingline LenderSpecified Discount Prepayment Response (such form a “Specified Discount Prepayment Response”) to be completed and returned by each such Term Lender to the Auction Manager (or its delegate) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not no later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 5:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on third Business Day after the date of prepayment. Each delivery of such notice shall be irrevocable and shall specify the prepayment to such Term Lenders (which date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such extended for a period not exceeding three Business Days upon notice of termination is revoked in accordance by the Borrower to, and with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingthe consent of, the Administrative Agent shall advise Auction Manager) (the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02“Specified Discount Prepayment Response Date”).

Voluntary Prepayments. Borrowers may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York time) (i) The Borrower on the date of prepayment (in the case of Base Rate Loans), (ii) three Business Days’ prior written or telephonic notice (in the case of Eurocurrency Rate Loans (other than Eurocurrency Rate Loans denominated in ADollars) or B/A Discount Rate Loans) or (iii) four Business Days’ prior written or telephonic notice (in the case of Eurocurrency Rate Loans denominated in ADollars), which notice, if telephonic, shall have the right be promptly confirmed in writing to Administrative Agent and which notice Administrative Agent will promptly transmit by telephone, electronic mail or facsimile to each Lender, at any time and from time to time to prepay any Borrowing Term Loan, US Revolving Loan, Multicurrency Revolving Loan or Offshore Revolving Loan in whole or in partpart in an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount; provided, subject to prior notice in accordance with however, that if a Eurocurrency Rate Loan or a B/A Discount Rate Loan is prepaid on a date other than the provisions last day of Section 2.09(a)(ii). (ii) The the Interest Period applicable thereto, the prepaying Borrower shall notify the Administrative Agent (and, in the case be liable for any payments required by subsection 2.6D(iii). Notice of prepayment of Swingline Loanshaving been given as aforesaid, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidthe Loans specified in such notice shall become due and payable on the prepayment date; provided thatprovided, that if a such notice of prepayment indicates that such prepayment is given in connection to be funded with the proceeds of a conditional notice refinancing of termination of the Aggregate Commitments as contemplated by Section 2.07Term Loans, then US Revolving Loans, Multicurrency Revolving Loan or Offshore Revolving Loans, such notice of prepayment may be revoked if such notice of termination refinancing is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02not consummated.

Voluntary Prepayments. (ia) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty (except as applicable under Section 2.12(b)) but subject to compliance with the conditions set forth in this Section 2.12(a) and with Section 2.17(c), prepay any Term Borrowing in whole or in part; provided that each such partial voluntary prepayment of any Borrowing shall be in an aggregate principal amount of $1,000,000 or an integral multiple of $500,000 in excess of such amount (or such lesser amount that constitutes the full amount of the Term Loans outstanding). To make a voluntary prepayment pursuant to this Section 2.12(a), subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent not later than 11:00 a.m. (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is and shall be given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then writing. Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07date specified therein. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Loans comprising such Borrowing in an amount accordance with their applicable Pro Rata Shares. (b) In the event that would be permitted in prior to the case of an advance of a Borrowing Termination Date, all or any portion of the same Type as provided Borrowings are prepaid pursuant to Section 2.12(a) or in Section 2.02connection with a refinancing in full of the Borrowings, then each Lender whose Loans are so prepaid shall be paid a fee equal to 2.50% of the aggregate principal amount of such Lender’s Loans so prepaid.

Voluntary Prepayments. (i) The Borrower shall have Borrowers may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior Section 2.05(i), without premium or penalty; provided that (i) such notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify must be received by the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m.11:00 a.m., New York City timetime (or such other later time which is acceptable to the Administrative Agent), three (3) Business Days before the prior to any date of prepayment of Loans; and (ii) in the case of any prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymententire amount thereof then outstanding. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment. The Administrative Agent will promptly notify each Borrowing or Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion thereof to of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be prepaiddue and payable on the date specified therein; provided thatthat any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, if a notice of in each case, in the event that such refinancing shall not be consummated or shall otherwise be delayed. Any prepayment is given in connection with a conditional notice of termination hereunder shall be accompanied by all accrued interest on the amount prepaid and any premium applicable to such prepayment pursuant to Section 2.05(i). Each prepayment of the Aggregate Commitments as contemplated by outstanding Loans pursuant to this Section 2.07, then such notice of prepayment may 2.05(a) shall be revoked if such notice of termination is revoked paid to the Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (i) The Borrower shall have the right at any Any time and from time to time to time, the Borrower may prepay any Borrowing Loans on any Business Day in whole or in partpart upon notice substantially in the form of Exhibit J delivered no later than 1:00 p.m. (New York City time) one Business Day prior to such date, subject to prior notice with any partial prepayment being (x) in accordance with the provisions case of Section 2.09(a)(ii)the Term Loans, in an aggregate minimum amount of [REDACTED – Dollar Amount]and integral multiples of [REDACTED – Dollar Amount]in excess of that amount and (y) in the case of the Revolving Loans, in an aggregate minimum amount of the Prepayment Minimum and integral multiples of the Prepayment Multiple in excess of that amount. (ii) The Borrower All such prepayments shall notify the Administrative Agent be made: (and, 1) [REDACTED – Time Period] prior written or telephonic notice in the case of prepayment of Swingline Base Rate Loans and Canadian Prime Rate Loans, the Swingline Lender; (2) by [REDACTED – Time Period] prior written or telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment Eurocurrency Rate Loans; and (3) [REDACTED – Time Period] prior written or telephonic notice in the case of a Eurodollar BorrowingDesignated Foreign Currency Alternate Rate Loans, not later than 1:00 p.m., in each case given to Administrative Agent by 12:00 p.m. (New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date required and, if given by telephone, promptly confirmed by delivery of prepaymentwritten notice thereof to Administrative Agent, (and the Administrative Agent will promptly transmit such original notice for Term Loans or (iii) in Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender). Upon the giving of prepayment of a Swingline Loanany such notice, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided, that such prepayment obligation may be conditioned on the occurrence of any subsequent event (including a Change of Control, refinancing transaction or portion Permitted Acquisition or other Investment). Voluntary prepayments of any Class of Term Loan permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to be prepaid; provided that, if Section 2.10 in a manner determined at the sole discretion of the Borrower and specified in the notice of prepayment is given prepayment, and on a pro rata basis among Classes of Term Loans. In the event that the Borrower does not specify the order in connection with a conditional notice which to apply prepayments to reduce scheduled installments of termination principal or as between Classes of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a BorrowingTerm Loans, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing Borrower shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal in an amount that would be permitted in the case direct order of an advance maturity on a pro rata basis among Classes of a Borrowing of the same Type as provided in Section 2.02Term Loan.

Voluntary Prepayments. (i) The Except as otherwise provided in this Section 2.3.1 and Section 2.3.2 hereof, Borrower shall not have the right at any time and from time to time to prepay any Borrowing the Loan, in whole or in part. (a) On any Business Day during a Permitted Prepayment Period, subject Borrower may, at its option, prepay the Loan in whole, but not in part, without penalty or premium, upon satisfaction of the following conditions: (i) Borrower shall provide prior written notice to Lender specifying the Prepayment Date upon which the prepayment is to be made, which notice shall be delivered to Lender not less than five (5) Business Days prior notice in accordance with the provisions of Section 2.09(a)(ii)to such payment. (ii) The Borrower shall notify the Administrative Agent (andpay to Lender, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of simultaneously with such request) of any prepayment under this Section 2.09(a)prepayment, (i) Breakage Costs, if any; and (ii) all other sums then due under this Agreement, the Note or the other Loan Documents. (b) In the event that Lender has failed to give Borrower a Conversion Notice (that ultimately results in the case of prepayment consummation of a Eurodollar BorrowingConversion) for a period of two hundred seventy (270) consecutive calendar days, beginning on any Business Day thereafter and ending on the Business Day Borrower receives such a Conversion Notice, Borrower may, at its option, prepay the Loan in whole, but not later in part, without penalty or premium, upon satisfaction of the following conditions: (i) Borrower shall provide prior written notice to Lender specifying the Prepayment Date upon which the prepayment is to be made, which notice shall be delivered to Lender not less than 1:00 p.m., New York City time, three five (35) Business Days before the date of prepayment prior to such payment. (ii) in the case of prepayment of an ABR BorrowingBorrower shall pay to Lender, not later than 1:00 p.m., New York City time, on the date of simultaneously with such prepayment, or (iiii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided thatBreakage Costs, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, any; and (ii) all other sums then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingdue under this Agreement, the Administrative Agent shall advise Note or the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02other Loan Documents.

Voluntary Prepayments. (i) The Any Borrower shall have the right Party may, upon delivery of a Prepayment Notice to Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii).part without premium or penalty; provided that: (iia) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of with respect to Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment under this Section 2.09(a)not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the next succeeding Business Day; (b) with respect to any other Loan, (i) in the case of prepayment of a Eurodollar Borrowing, such Prepayment Notice must be received by Administrative Agent not later than 1:00 p.m., New York City time, than: (A) 11:00 a. m. three (3) Business Days before the prior to any date of prepayment of Term SOFR Loans, Daily SOFR Loans or CP Rate Loans; and (iiB) in the case 11:00 a.m. one (1) Business Day prior to any date of prepayment of an ABR BorrowingBase Rate Loans; and (c) any prepayment of Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; or, not later than 1:00 p.m.if less, New York City timethe entire principal amount thereof then outstanding. Each such Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment, if applicable, the Type(s) of Syndicated Loans to be prepaid. Administrative Agent will promptly notify each Funding Agent of its receipt of each such Prepayment Notice, and of the amount of its Lender Group’s Repayment Percentage of such prepayment. If such Prepayment Notice is given by a Borrower Party, such Borrower Party shall make such prepayment and the payment amount specified in such Prepayment Notice shall be due and payable on the date of prepaymentspecified therein. With respect to any Loan prepaid pursuant to this Section 3.05, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice all accrued interest thereon shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked paid in accordance with Section 2.07. Promptly 3.02(b) and any additional amounts required pursuant to Section 4 with respect thereto shall be promptly paid following receipt of any an accurate and correct invoice for such notice relating amounts. Subject to a BorrowingSection 2.15, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial each such prepayment of any Borrowing shall be applied to the Principal Obligation held by each Lender in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02.accordance with its applicable Repayment Percentage. 4879-7367-7649 v.18

Voluntary Prepayments. (iSubject to the payment of any prepayment premium as required under Section 2.03(e) The and any other fees or amounts payable hereunder at such time, the Borrower shall have may, upon notice from the right at any time and from time Borrower to time to the Administrative Agent, voluntarily prepay any Borrowing the Loans, in whole or in part; provided, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a)that, (i) in the case of prepayment of a Eurodollar Borrowing, such notice must be received not later than 1:00 p.m., New York City time, 11:00 a.m. three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on prior to the date of prepayment, or (ii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymententire principal amount thereof then outstanding). Each such notice shall be irrevocable and shall specify the prepayment date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of each Borrowing or portion the Loans prepaid, (y) the prepayment premium required under Section 2.03(e) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment.Each such prepayment shall be applied ratably to the Term A Facility and the Term B Facility and to the principal repayment installments thereof in the inverse order of maturity. Each such prepayment shall be applied to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination the Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.

Voluntary Prepayments. (i) The Borrower shall have the right at At any time and from time to time time, the Borrower may, without premium or penalty (except as applicable under Section 2.10(c) or 2.22(a)) but subject to compliance with the conditions set forth in this Section 2.10(a) and with Section 2.15(c), prepay any Borrowing in whole or in part, subject to prior notice ; provided that each such partial voluntary prepayment of any Borrowing shall be in accordance with the provisions an aggregate principal amount of Section 2.09(a)(ii)$5,000,000 or an integral multiple of $1,000,000 in excess of such amount. (ii) The To make a voluntary prepayment pursuant to Section 2.10(a)(i), the Borrower shall notify the Administrative Agent not later than 12:00 noon (andNew York City time) (A) at least one Business Day prior to the date of prepayment, in the case of prepayment of Swingline LoansBase Rate Borrowings, or (B) at least three Business Days prior to the Swingline Lender) by telephonic notice (promptly confirmed by hand deliverydate of prepayment, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentRate Borrowings. Each such notice shall be irrevocable and shall specify the prepayment date (which shall be a Business Day) and the [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] principal amount of each Borrowing or portion thereof to be prepaid, and may be given by telephone or in writing (and, if given by telephone, shall promptly be confirmed in writing). Each such notice shall be irrevocable, and the principal amount of each Borrowing specified therein shall become due and payable on the prepayment date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then that any such notice of prepayment 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 rescinded by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such notice of termination condition is revoked in accordance with Section 2.07not satisfied. Promptly following receipt of any such notice relating to a Borrowingnotice, the Administrative Agent shall advise the Lenders of the contents applicable Class of the details thereof. Each partial voluntary prepayment of any a Borrowing shall be allocated among the Lenders holding Term Loans comprising such Borrowing in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02accordance with their applicable Pro Rata Shares.

Voluntary Prepayments. (ia) The Borrower Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the date of prepayment, which notice, if telephonic, shall have the right be promptly confirmed in writing, at any time and from time to time to prepay any Borrowing Swing Line Loan on any Business Day in whole or in partpart in an aggregate minimum amount of $500,000. Company may, subject to upon not less than one Business Day's prior notice in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (andwritten or telephonic notice, in the case of prepayment of Swingline Base Rate Loans, and three Business Days' prior written or telephonic notice, in the Swingline Lendercase of Eurodollar Rate Loans, in each case given to Administrative Agent by 12:00 Noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (which original written or telephonic notice (Administrative Agent will promptly confirmed transmit by hand delivery, facsimile transmission telefacsimile or electronic mail of such request) of any prepayment under this Section 2.09(atelephone to each Lender), at any time and from time to time prepay any Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 for Eurodollar Rate Loans or an aggregate minimum amount of $500,000 for Base Rate Loans; provided, however, that unless Company compensates each Lender for any breakage costs associated with such prepayment in accordance with subsection 2.6D, a Eurodollar Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto. Notice of prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in subsection 2.4B(iv). (ib) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the right, upon five Business Days' written notice to Administrative Agent (which notice Administrative Agent shall promptly transmit to each of the Lenders), to prepay all Loans, together with accrued and unpaid interest, fees and other amounts owing to such Lender in accordance with subsection 10.6B so long as (1) in the case of the prepayment of a Eurodollar Borrowingthe Revolving Loans of any Lender pursuant to this subsection 2.4B(i)(b), not later than 1:00 p.m.the Revolving Loan Commitment of such Lender is terminated concurrently with such prepayment pursuant to subsection 2.4B(ii)(b) (at which time Schedule 2.1 shall be deemed modified to reflect the changed Revolving Loan Commitments), New York City time, three and (3) Business Days before the date of prepayment (ii2) in the case of the prepayment of an ABR Borrowingthe Loans of any Lender, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given consents required by subsection 10.6B in connection with the prepayment pursuant to this subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a conditional notice "Lender" for purposes of termination of the Aggregate Commitments this Agreement, except with respect to indemnifications under this Agreement (including, without limitation, subsections 2.6D, 2.7, 3.6, 10.2 and 10.3), which shall survive as contemplated by Section 2.07, then to such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Lender.

Voluntary Prepayments. (i) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, subject part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 10:00 a.m. (A) three Business Days prior to prior notice in accordance with any date of prepayment of Eurodollar Rate Loans and (B) on the provisions date of Section 2.09(a)(ii). prepayment of Base Rate Loans; (ii) any prepayment of 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 or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment, the Type(s) of Loans to be prepaid and shall be substantially in the form of Exhibit G. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion (based on such Lender’s Applicable Percentage). If such notice is given by the Borrower, the Borrower shall notify make such prepayment and the Administrative Agent (payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Loan shall be accompanied by all accrued interest to the date of prepayment on the amount prepaid, and, in the case of Eurodollar Rate Loans, any additional amounts required pursuant to Section 3.05. Each prepayment of Swingline Loansthe outstanding Loans pursuant to this Section 2.04(a) shall be applied to the principal repayment installments thereof in the order of maturity as instructed by the Borrower, or in the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) absence of any prepayment under this Section 2.09(a)such instruction, (i) in the case direct order of maturity, and each such prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify applied to the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02their respective Applicable Percentages.

Voluntary Prepayments. (i) The Borrower shall have the right at any Any time and from time to time time, the Loans may be repaid in whole or in part without premium or penalty: (A) with respect to Loans other than Swingline Loans, each Borrower may prepay any Borrowing such Loans on any Business Day in whole or in part, subject in an aggregate minimum amount of $250,000 and integral multiples of $50,000 in excess of that amount; and (B) with respect to prior notice Swingline Loans, each Borrower may prepay any such Loans on any Business Day in accordance with the provisions of Section 2.09(a)(ii).whole or in part in any amount; (ii) The Borrower All such prepayments shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by be made upon written or telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment; in each case given to the Administrative Agent, or (iii) in the Swingline Lender, as the case of prepayment of a Swingline Loanmay be, not later than 1:00 p.m., New York City time, by 11:00 a.m. on the date required and, if given by telephone, promptly confirmed in writing to the Administrative Agent (and the Administrative Agent will promptly transmit such telephonic or original notice for a Credit Extension by telefacsimile or telephone to each Lender). Upon the giving of prepayment. Each any such notice shall be irrevocable and shall specify the prepayment date and notice, the principal amount of each Borrowing or portion thereof the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in Section 2.12(a). Notwithstanding anything to be prepaid; provided thatthe contrary contained in this Agreement, if a (A) the Borrowers may rescind any notice of prepayment is given in connection with under this Section 2.11(a) if such prepayment would have resulted from a conditional notice refinancing of termination all of the Aggregate Commitments applicable Loans, which refinancing shall not be consummated or shall otherwise be delayed and (B) the Borrowers may not prepay the Delayed Draw Term Loan (except, for the avoidance of doubt, as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt a result of any such notice relating mandatory prepayment required pursuant to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.022.11(c)(iv)).

Voluntary Prepayments. (ia) The Borrower shall have Company may, at its option, on any date (in the right at case of a prepayment in full) or on any time and from time to time to interest payment date (in the case of a partial prepayment), prepay any Borrowing the Notes in whole or in partpart (but if in part only in the amount of $100,000 or integral multiples thereof), subject upon at least 30 days' prior written notice to prior the holders of the Notes, and upon payment of a prepayment premium equal to the excess, if any, of (i) the amount equal to the present value of all installments of principal and interest which are avoided by such prepayment, determined by discounting such installments of principal and interest at a rate per annum equal to .50% plus the Treasury Yield Percentage, over (ii) the principal amount to be prepaid. In no event shall such prepayment premium be less than zero. (b) No partial prepayment shall be made pursuant to paragraph 2(a) unless (i) at the time of such partial prepayment the Company and its Subsidiaries on a consolidated basis shall have on hand to make the partial prepayment excess or surplus funds not required in the conduct of their business in an amount at least equal to the amount of the partial prepayment, (ii) giving effect to such partial prepayment, there shall exist no default or Event of Default hereunder, and (iii) there shall have been delivered to the holders of the Notes a certificate signed by a responsible officer of the Company to both such effects. (c) In the event the Company shall give notice of any prepayment in accordance with subparagraph (a) above, such notice shall specify the provisions principal amount of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before Notes to be prepaid and the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of proposed prepayment, or (iii) in the case of prepayment of a Swingline Loanand thereupon such principal amount, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable together with accrued and shall specify unpaid interest thereon to the prepayment date and together with the applicable premium, if any, shall become due and payable on the prepayment date. In the event any prepayment shall be less than the entire unpaid principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a BorrowingNotes, the Administrative Agent shall advise the Lenders amount of the contents thereof. Each partial such prepayment of any Borrowing shall be applied pro rata on all Notes on the last maturing required installment or installments of principal in an amount that would be permitted in the case inverse order of an advance of a Borrowing of the same Type as provided in Section 2.02their maturity.

Voluntary Prepayments. Reductions in Revolving Loan Commitments. So long as no Event of Default shall have occurred and be continuing, Borrowers may at any time on at least five (5) days' prior written notice by Borrower Representative to Administrative Agent (i) The Borrower voluntarily prepay all or part of the Term Loan A, (ii) voluntarily prepay all or part of the Term Loan B and/or (iii) permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in a minimum amount of $5,000,000 and integral multiples of $250,000 in excess of such amount, (B) the Revolving Loan Commitment shall not be reduced to an amount less than $75,000,000, (C) after giving pro forma effect to such reductions, Borrowers shall have Borrowing Availability (less any Reserves imposed by the right Administrative Agent in its reasonable credit judgment and less the Carve-Out Reserve) in an amount not less than $20,000,000, and (D) after giving effect to such reductions, Borrowers shall comply with Section 1.3(b)(i). In addition, Borrowers may at any time on at least ten (10) days' prior written notice by Borrower Representative to Administrative Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and from time to time to prepay any Borrowing other Obligations shall be immediately due and payable in whole full and all Letter of Credit Obligations shall be cash collateralized or in part, subject to prior notice otherwise satisfied in accordance with the provisions of Section 2.09(a)(ii). (ii) The Borrower shall notify the Administrative Agent (and, in the case of Annex B hereto. Any voluntary prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission and any reduction or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated Revolving Loan Commitment must be accompanied by Section 2.07, then such notice payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.071.13(b). Promptly following receipt of Upon any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders reduction or termination of the contents thereof. Each partial prepayment Revolving Loan Commitment, Borrowers' right to request Revolving Credit Advances, or request that Letter of any Borrowing Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be in an amount permanently reduced or terminated, as the case may be; provided that would be permitted a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the case of an advance of a Borrowing of the same Type as provided in Section 2.02L/C Sublimit.

Voluntary Prepayments. (ia) The Subject to the terms and conditions set forth in this Section 5.01, the Borrower shall have the right at any time and from time to time to prepay any Borrowing the Loans, in whole or in part, from time to time, subject to prior notice in accordance with payment of accrued and unpaid interest on the provisions principal amount being prepaid to the prepayment date, plus the payment of Section 2.09(a)(ii)the Prepayment Premium and the Exit Fee, as applicable. (iib) The When making a voluntary prepayment, the Borrower shall notify give the Administrative Agent written notice (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by or telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such requestin writing) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowingits intent to make such prepayment, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case amount of such prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or and (iii) in the case of Eurodollar Loans, the specific Borrowing(s) pursuant to which such prepayment of a Swingline Loanwill be made, not no later than (A) in the case of Eurodollar Loans, 1:00 p.m., p.m. (New York City time) three (3) Business Days prior to, and (B) in the case of ABR Loans, 1:00 p.m. (New York time) on the date of such prepayment, and such prepayment shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders, as the case may be. Any such written prepayment notice may indicate that such prepayment is conditioned upon the consummation of a refinancing of this Agreement or other specified transaction and may be revoked (no more than one (1) time) by the Borrower in the event such refinancing or other transaction is not consummated, and if so revoked, such prepayment shall not be due and payable. (c) Each such notice voluntary partial prepayment of any Loans shall be irrevocable in a multiple of $500,000 and shall specify the prepayment date and the in aggregate principal amount of at least $100,000; provided, that no partial prepayment of Eurodollar Loans outstanding under a single Borrowing shall reduce the outstanding Eurodollar Loans outstanding under such Borrowing to an amount less than $500,000. (d) With respect to each Borrowing or portion thereof prepayment of Term Loans pursuant to this Section 5.01, the Borrower may designate the Types of Loans that are to be prepaidprepaid and the specific Borrowing(s) pursuant to which made; provided thatprovided, that the Borrower pays any amounts, if a notice any, required to be paid pursuant to Section 2.11 with respect to prepayments of prepayment is given in connection with a conditional notice of termination Eurodollar Loans made on any date other than the last day of the Aggregate Commitments applicable Interest Period. In the absence of a designation by the Borrower as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked described in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowingthe preceding sentence, the Administrative Agent shall advise shall, subject to the Lenders of the contents thereofabove, make such designation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 2.11. Each partial such prepayment shall be accompanied by all accrued interest on the Loans so prepaid, through the date of such prepayment. (e) Each prepayment in respect of any Borrowing Term Loans pursuant to this Section 5.01 shall be in an amount that would be permitted in applied ratably to Term Loans and applied to the case of an advance of a Borrowing of the same Type installments due thereunder as provided in Section 2.02instructed by Borrower.

Voluntary Prepayments. (i) The Borrower shall have the right may at any time on at least three (3) Business Days’ prior written notice to the Administrative Agent, voluntarily prepay the Loan; provided that (x) any such prepayment shall be in a minimum amount of $5,000,000 (or, if less, the entire remaining amount of the Loan then outstanding); (y) any such prepayment shall be applied pursuant to Section 1.3; and from time (z) any such prepayment shall be accompanied by all accrued interest thereon together with the Prepayment Fee, if any, payable upon such prepayment and any additional amounts payable pursuant to time Section 1.13. Each prepayment of the Loan pursuant to prepay any Borrowing in whole or in part, subject this Section 1.2(a)(i) shall be paid to prior notice the Lenders in accordance with the provisions of Section 2.09(a)(ii)their respective Pro Rata Shares. (ii) The Borrower shall notify Notwithstanding anything to the Administrative Agent (andcontrary in Section 1.2(a)(i) above and without limiting the Borrower’s obligations under Section 1.11, in the case event that the Borrower receives notice from any Lender of prepayment of Swingline Loansany amounts that the Borrower is required to pay to such Lender pursuant to Section 1.11(b)(iii), the Swingline Lender) Borrower and such Lender shall negotiate in good faith in order to arrive at a mutually acceptable alternative means of restructuring the Pro Rata Share of the Loan held by telephonic notice (promptly confirmed by hand deliverysuch Lender in order to mitigate, facsimile transmission minimize or electronic mail of eliminate such request) of any prepayment under this Section 2.09(a), (i) costs in the case of prepayment of a Eurodollar Borrowingfuture. In the event that the Borrower and such Lender are not able to agree, not later than 1:00 p.m., New York City time, three within thirty (330) Business Days before days following the date of prepayment (ii) in the case notice to the Borrower of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City timeamounts due under Section 1.11(b)(iii), on an alternative means of restructuring the date Pro Rata Share of prepaymentthe Loan held by such Lender, then the Borrower shall have the right, exercisable upon not less than ten (10) Business Days’ prior notice to the applicable Lender (with a copy to the Administrative Agent), to (A) prepay in full (but not in part) the Pro Rata Share of the Loan held by such Lender, together with accrued interest thereon and any amounts due to such Lender pursuant to Section 1.11(b)(iii), or otherwise under the Loan Documents or (iiiB) replace such Lender pursuant to Section 1.15. Any prepayment by the Borrower pursuant to this Section 1.2(a)(ii)(A) shall be made by the Borrower directly to the account of the applicable Lender, and except as expressly provided above in this Section 1.2(a)(ii), no prepayment by the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, Borrower pursuant to this Section 1.2(a)(ii)(A) shall have any effect on the date of prepayment. Each such notice shall be irrevocable and shall specify Borrower’s obligations with respect to the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination remaining outstanding balance of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of Loan to any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereofother Lenders hereunder. Each partial For the avoidance of doubt, such prepayment of any Borrowing shall not be subject to the Prepayment Fee, and may be in an amount that would less than $5,000,000. The Loan, if prepaid, may not be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02reborrowed.

Voluntary Prepayments. (ia) The Borrower shall have the right may at any time and from time to time to prepay any Borrowing the Loans, in whole or in part, subject to prior notice in accordance with the provisions of Section 2.09(a)(ii)each case, without premium or penalty. (iib) The Borrower Any prepayment of Loans shall notify be made upon irrevocable notice (subject to revocation as, and in the circumstances, set forth in clause (II) below) delivered to the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not no later than 1:00 p.m., 3:00 p.m. (New York City time, ) three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowingprior thereto, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such which notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaidprepayment; provided thatprovided, that if a such notice of prepayment indicates that such prepayment is given in connection to be funded with the proceeds of a conditional notice of termination Refinancing of the Aggregate Commitments as contemplated by Section 2.07Term Facilities or otherwise conditioned upon the consummation of any other transaction or the occurrence of any event (including an acquisition or a Change of Control), then such notice of prepayment may be revoked if such notice Refinancing is not consummated or such condition is not satisfied, subject to payment of termination is revoked any costs referred to in accordance with Section 2.072.11. Promptly following Upon receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents promptly notify each relevant Lender thereof. Each partial prepayment If any such notice is given, the 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. Prepayments shall be accompanied by accrued interest on the amount prepaid. Partial prepayments of any Borrowing Term Loans shall be in an aggregate principal amount that would be permitted in of at least $1,000,000 or, if less, the case outstanding principal amount of an advance of a Borrowing such Borrowing. (c) All voluntary prepayments of the same Type as provided Term Loans in accordance with this Section 2.024.01 shall be applied to the remaining amortization payments of the Term Loans in their inverse order of maturity.

Voluntary Prepayments. (a) Borrowers may, upon notice from Borrowing Agent to Agent, at any time or from time to time, and subject to the provisions of Section 2.3(b) below, voluntarily prepay Advances in whole or in part without premium or penalty; provided, that, (i) The Borrower such notice must be received by Agent not later than 3:00 p.m. (A) three Business Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment of Domestic Rate Loans; and (ii) any prepayment of LIBOR Rate Loans shall have be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, or, if less, the right at entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment, (ii) whether such Advances to be prepaid are (x) Revolving Advances or FILO Advances, and (y) LIBOR Rate Loans or Domestic Rate Loans, and (iii) if LIBOR Rate Loans, the Interest Period(s) thereof. Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Revolving Commitment Percentage or FILO Commitment Percentage, as applicable, of such prepayment. If such notice is given by Borrowing Agent, Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that, such notice may be conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Borrowers (by notice to Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any time and from time additional amounts required pursuant to time Section 2.2(i). Each such prepayment shall be applied to the Revolving Advances or FILO Advances, as applicable, of the Lenders in accordance with their respective Revolving Commitment Percentages or FILO Commitment Percentages, as applicable. (b) Notwithstanding the provisions of Section 2.3(a), Borrowers may voluntarily prepay any Borrowing the FILO Advances in whole or in part, subject to prior notice in accordance with only if (i) the provisions prepayment date therefor is after the first anniversary of Section 2.09(a)(ii). the Closing Date, and (ii) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02Payment Conditions have been satisfied.

Voluntary Prepayments. (ia) The Except as set forth in Section 2.5(b) and Section 2.5(d)-(e) below, the Loans may only be prepaid only through the collection of Scheduled Payments and any other amounts received by or on behalf of Borrower shall have from payments of or collections of proceeds derived from the right at any time and from time to time to prepay any Borrowing Receivables (including all "Collections" described in whole or in part, subject to prior notice in accordance with the provisions clauses (b) through (d) of Section 2.09(a)(iithat definition). (b) Borrower may voluntarily prepay, in whole but not in part, the entire principal balance of the Loan and all other Obligations, and terminate this Agreement at any time (i) the Lenders do not make Revolving Advances pursuant to a Request for Revolving Advance and all conditions precedent to Advances set forth in Section 4.2 have been fully satisfied or (ii) The Borrower shall notify any Secured Party request compensation pursuant to Sections 3.3 or 14.1 in excess of $100,0000 or (iii) after the Administrative Agent Revolving Period (and, except as set forth in clause (i) and (ii) at no time prior), so long as, in any such case, Borrower shall have identified the case Prepayment Date and given Agent, Managing Agent and each Lender not less than thirty (30) calendar days prior written notice in advance of such proposed Prepayment Date. (c) In the event of a voluntary prepayment in full of Swingline Loansthe Loans and termination of this Agreement and the Revolving Loan Amounts by Borrower pursuant to Section 2.5(b), the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under applicable Obligations to be prepaid as provided in this Section 2.09(a)2.5 shall include, (i) in all outstanding Loans made prior to the case of prepayment of a Eurodollar Borrowingrelated Prepayment Date, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment plus (ii) in accrued and unpaid interest on all such outstanding Loans made prior to such Prepayment Date (including any interest accrued at the case of prepayment of an ABR BorrowingDefault Rate), not later than 1:00 p.m., New York City time, on the date of prepayment, or plus (iii) any unpaid fees or expenses required to be paid by Borrower under this Agreement and all other unpaid Obligations (other than indemnity obligations of Borrower under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) in relation to such Obligations to be prepaid on the case of prepayment Prepayment Date. (d) Notwithstanding anything set forth herein to the contrary, Borrower may prepay the Loan in full during the Revolving Period, subject to the terms below upon the occurrence of a Swingline LoanPermitted Securitization, upon not later less than 1:00 p.m.thirty (30) days’ prior written notice to Agent; provided, New York City timethat Borrower shall pay to Agent, on for the date benefit of prepayment. Each such notice shall be irrevocable and shall specify Lenders, an amount equal to one percent (1.0%) of the prepayment date and the aggregate principal amount of each Borrowing the Loan so prepaid (the “Partial Prepayment Fee”); provided further, however, that to the extent Borrower or portion thereof such Affiliate has offered to Agent or an Affiliate of Agent to be prepaid; provided thatthe lead manager or lead placement agent to the issuer thereof on reasonable market terms (for similar securitization transactions of comparable size and complexity) at the time of determination, if a notice the Partial Prepayment Fee payable to the Lenders shall be applied towards underwriting or similar fees otherwise payable to Agent or its Affiliates in connection therewith. Immediately upon Borrower’s or its Affiliates receipt of prepayment is given any proceeds from the Permitted Securitization, such Borrower or Affiliate shall deliver such proceeds to the Collection Account in their original form for application to the Obligations and, pending delivery to Agent, such Borrower or Affiliate will hold such proceeds as agent for Agent and in trust for Agent. (e) Additionally, Borrower may prepay the Loan in part in connection with a conditional notice of termination Permitted Whole Loan Sale by deposit of the Aggregate Commitments as contemplated by Section 2.07Release Prices with respect to the Receivables sold in connection with such Permitted Whole Loan Sale into the Collection Account; provided, then such notice however, in connection therewith, Borrower shall pay to Agent, for the benefit of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of any such notice relating Lenders, an amount equal to a Borrowing, the Administrative Agent shall advise the Lenders one percent (1.0%) of the contents thereof. Each partial prepayment aggregate principal amount of any Borrowing the Loan so prepaid (the “Permitted Whole Loan Sale Partial Prepayment Fee”); provided, however, such Permitted Whole Loan Sale Partial Prepayment Fee shall be in an amount that would be permitted in waived to the case extent Agent or any of an advance its Affiliates is the purchaser of a Borrowing of the same Type as provided in Section 2.02such Receivables.

Voluntary Prepayments. Borrower may at any time on at least five (5) days' prior written notice to Agent (i) The voluntarily prepay all or part of the Term Loan and/or (ii) voluntarily prepay all or part of the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) any such prepayments or reductions shall be in a minimum amount of $1,000,000 and integral multiples of $250,000 in excess of such amount and (B) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (x) $5,000,000 and (y) the L/C Sublimit. Borrower shall have the right may at any time on at least ten (10) days' prior written notice to Agent terminate the Revolving Loan Commitment, provided that upon such termination all Loans and from time to time to prepay other Obligations shall be immediately due and payable in full. Any such voluntary prepayment and any Borrowing in whole such reduction or in part, subject to prior notice termination of the Revolving Loan Commitment must be accompanied by the payment of any LIBOR funding breakage costs in accordance with the provisions of Section 2.09(a)(iiSECTION 1.13(b). (ii) The Borrower shall notify the Administrative Agent (and, in the case of . Upon any such prepayment of Swingline Loans, the Swingline Lender) by telephonic notice (promptly confirmed by hand delivery, facsimile transmission and reduction or electronic mail of such request) of any prepayment under this Section 2.09(a), (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as contemplated by Section 2.07, then such the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit (as defined in ANNEX B). Each notice of partial prepayment may shall designate the Loan or other Obligations to which such prepayment is to be revoked if such notice of termination is revoked in accordance with Section 2.07. Promptly following receipt of applied, provided that any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders partial prepayments of the contents thereof. Each partial prepayment of any Borrowing Term Loan made by Borrower shall be in an amount that would be permitted in applied to prepay the case of an advance of a Borrowing scheduled installments of the same Type as provided Term Loan in Section 2.02.inverse order of maturity. [EXECUTION VERSION]

Voluntary Prepayments. (iSubject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) The and any other fees or amounts payable hereunder at such time, the Borrower shall have may, upon notice from the right at any time and from time Borrower to time to the Administrative Agent, voluntarily prepay any Borrowing the Loans, in whole or in part; provided, subject that, (i) such notice must be received not later than (A) 11:00 a.m. five (5) Business Days prior to the date of prepayment or (B) 11:00 a.m. ten (10) Business Days prior notice to the date of prepayment if (I) the “Fair Market Value Per Common Share” (as defined in the Conversion Instruments) as of the date of such notice, as determined in accordance with any of the provisions applicable clauses of Section 2.09(a)(ii). such definition, is greater than the “Conversion Price” (as defined in the Conversion Instruments) then in effect, and (II) any such prepayment shall be in such amount that would cause the “Maximum Conversion Amount” (as defined in the Conversion Instruments) available for conversion under any Conversion Instrument to be decreased after giving effect to such prepayment, (ii) The any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this sub-clause (ii) shall not be applicable to any voluntary prepayment in full of the aggregate Outstanding Amount of the Loans in connection with a Facility Termination Date) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall notify make such prepayment and the Administrative Agent payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment pursuant to this Section 2.03(a) shall be accompanied by (w) all accrued interest on the principal amount of the Loans prepaid, (x) the repayment premium required under Section 2.03(d), (y) the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (1) with respect to any such prepayment on or prior to June 30, 2026, first, to outstanding Term A Loans (if any), second, to outstanding Term B Loans (if any), third, to outstanding Term D Loans (if any), fourth, to outstanding Term E Loans (if any), fifth, to outstanding Term F Loans (if any), sixth, to outstanding Term G Loans (if any), seventh, to outstanding Term H Loans (if any), eighth, to outstanding Term I Loans (if any), ninth, to outstanding Term J Loans (if any), tenth, to outstanding Term K Loans (if any), eleventh, to outstanding Term L Loans (if any), twelfth, to outstanding Term M Loans (if any), thirteenth, to outstanding Term N Loans (if any), fourteenth, to outstanding Term O Loans (if any), fifteenth, to outstanding Term P Loans (if any), sixteenth, to outstanding Term Q Loans (if any), seventeenth, to outstanding Term R Loans (if any), eighteenth, to outstanding Term S Loans (if any), nineteenth, to outstanding Term T Loans (if any), twentieth, to outstanding Term U Loans (if any), twenty-first, to outstanding Term V Loans (if any) and twenty-second, to outstanding Term C Loans (if any) and (2) with respect to any such prepayment after June 30, 2026, first, to outstanding Term A Loans (if any), second, to outstanding Term B Loans (if any), third, to outstanding Term D Loans (if any), fourth, to outstanding Term E Loans (if any), fifth, to outstanding Term F Loans (if any), sixth, to outstanding Term G Loans (if any), seventh, to outstanding Term H Loans (if any), eighth, to outstanding Term I Loans (if any), ninth, to outstanding Term J Loans (if any), tenth, to outstanding Term K Loans (if any), eleventh, to outstanding Term L Loans (if any), twelfth, to outstanding Term M Loans (if any), thirteenth, to outstanding Term N Loans (if any), fourteenth, to outstanding Term O Loans (if any), fifteenth, to outstanding Term P Loans (if any), sixteenth, to outstanding Term Q Loans (if any), seventeenth, to outstanding Term R Loans (if any), eighteenth, to outstanding Term S Loans (if any), nineteenth, to outstanding Term T Loans (if any), twentieth, to outstanding Term U Loans (if any), twenty-first, to outstanding Term V Loans (if any) and twenty-second, to outstanding Term C Loans (if any), and, in the case of prepayment of Swingline Loans, the Swingline Lender) by telephonic notice this clause (promptly confirmed by hand delivery, facsimile transmission or electronic mail of such request) of any prepayment under this Section 2.09(a2), (i) to the principal repayment installments of each such Loan in the case inverse order of prepayment of a Eurodollar Borrowing, not later than 1:00 p.m., New York City time, three (3) Business Days before the date of prepayment (ii) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of a Swingline Loan, not later than 1:00 p.m., New York City time, on the date of prepaymentwhen due. Each such notice prepayment shall be irrevocable and shall specify applied to the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination Loans of the Aggregate Commitments as contemplated by Section 2.07, then such notice of prepayment may be revoked if such notice of termination is revoked Lenders in accordance with Section 2.07. Promptly following receipt their respective Applicable Percentages in respect of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders each of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02relevant Facilities.