Common use of Right to Prepay Clause in Contracts

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 [Replacement of a Bank] below or in Section 4.6 (Additional Compensation in Certain Circumstances)). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Agent no later than (A) 11:00 a.m., Eastern time, at least two (2) Business Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, on the date of prepayment of Swing Loans, setting forth the following information: (x) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (y) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans; and (z) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 (Agent's and Bank's Rights), if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Swing Loans, then to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 5.6.2 [Replacement of a BankLender] below or below, in Section 4.6 (Additional Compensation in Certain Circumstances)5.8[Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent no later than (A) 11:00 a.m., Eastern time, by 1:00 p.m. at least two one (21) Business Days Day prior to the date of prepayment of the Revolving Credit Loans denominated in Dollars, and at least four (4) Business Days prior to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies any Optional Currency Loans, or (C) 2:00 p.m., Eastern time, no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: (xw) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (x) a statement indicating the application of the prepayment between the Revolving Credit Loans and Swing Loans; (y) a statement indicating the application of the prepayment between Loans to which the Swing Base Rate Option applies and Loans and Optional Currencies to which the Revolving Credit LoansEuro Rate Option applies; and (z) the total principal amount of such prepayment, which shall not be less than the lesser of (i) $100,000 and in increments of the Revolving Facility Usage or (ii) $100,000 for any Swing Loans, (ii) $500,000 and in increments of Loan or $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option appliesLoan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 (4.4.4 [Administrative Agent's and BankLender's Rights)], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Swing Revolving Credit Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, then first to the Revolving Credit Loans to which the Base Rate Option applies, and then to Revolving Credit Loans which are not Optional Currency Loans to which the LIBO-Euro Rate Option applies, then to Optional Currency Loans, then to Swing Loans to which the Base Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks Lenders under Section 4.6.2 (5.10 [Indemnity)]. 4.4.2.Prepayments shall be made in the currency in which such Loan was made unless otherwise directed by the Administrative Agent or agreed to by the Required Lenders. 5.6.2

Right to Prepay. The Borrower Company shall have the right at its option at any time and from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 4.4.2 [Replacement of a Bank] below or in Section 4.6 (Additional Compensation in Certain Circumstances))Sections 3.1, 3.4 and 11.2. Whenever the Borrower Company desires to prepay all or any part of the Loans, it shall provide a prepayment notice to the Agent no later than by 1:00 p.m. (AMountain time) 11:00 a.m., Eastern time, at least two three (23) Business Days prior to the date of prepayment of the Revolving Credit any Loans to which the LIBO-LIBOR Option or the Quoted Rate Option applies, applies and by 1:00 p.m. (BMountain time) 11:00 a.m., Eastern time, on the date same Business Day of prepayment of Revolving Credit any Loans to which the Base Rate LIBOR Index Option applies or (C) 2:00 p.m., Eastern time, on the date of prepayment of Swing Loansapplies, setting forth in each case the following information: (xa) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yb) a statement indicating the application of the prepayment between the Swing various Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment among Loans to which the Quoted Rate Option applies, Loans to which the LIBOR Index Option applies and Loans to which the Revolving Credit LoansLIBOR Option applies; and (zd) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 and in increments of $100,000 for any Swing Loans, each Loan or (ii) $500,000 and in increments the then outstanding amount of $100,000 for any Revolving Credit the Loan being prepaid. Unless otherwise agreed to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All by Agent, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. If a Term Loan is included among the Facilities, all prepayments made under any Term Loan shall be applied (a) first, to the unpaid installments of principal thereunder scheduled to be paid within 365 days after such prepayment, in the order of scheduled maturities, and (b) second, to the unpaid installments of principal thereunder scheduled to be paid 366 days or more after such prepayment, in the inverse order of scheduled maturities. Except as otherwise provided in Section 3.4.3 (Agent's and Bank's Rights)this Agreement or a Note, if the Borrower Company prepays a Loan but fails to specify the applicable Borrowing Tranche Loan which the Borrower Company is prepaying, the prepayment shall be applied (i) first to Swing LoansLoans made under the Revolving Credit Facility, second to the Revolving Term Facility, and third to the Term Loan; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to which the LIBOR Index Option applies, then to Loans to which the Base Rate LIBOR Option applies, applies and then to Loans to which the LIBO-Quoted Rate Option applies. Any prepayment hereunder of a Loan under the LIBOR Option or the Quoted Rate Option shall be subject to the Borrower's Obligation Company’s obligation to indemnify Lender for break funding damages and costs to the Banks under extent provided in Section 4.6.2 (Indemnity). 4.4.23.4.

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 [Replacement of a BankLender] below or in Section 4.6 ([Additional Compensation in Certain Circumstances)]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Agent no later than (A) 11:00 a.m., Eastern time, at least two (2) Business Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, on the date of prepayment of Swing Loans, setting forth the following information: (x) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (y) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans; and (z) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 ([Agent's and BankLender's Rights)], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Swing Loans, then to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks Lenders under Section 4.6.2 ([Indemnity). 4.4.2].

Right to Prepay. The So long as the Borrower has repaid any unreimbursed LC Disbursements, the Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part part, without premium or penalty (except as provided in Section 4.4.2 5.6.2 [Replacement of a BankLender] below or below, in Section 4.6 (Additional Compensation in Certain Circumstances)5.8 [Increased Costs], or Section 5.10 [Indemnity] or Section 5.6.4 [Prepayment Premium]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the applicable Administrative Agent no later than (A) 11:00 a.m., Eastern time, by 1:00 p.m. at least two three (23) Business Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Term SOFR Rate Option applies, (B) applies or no later than 11:00 a.m., Eastern time, a.m. on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, on the date of prepayment of Swing Loansapplies, setting forth the following information: (x) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (y) a statement indicating the application of the prepayment among the Classes of Loans; a statement indicating the application of the prepayment between Loans to which the Swing Base Rate Option applies and Loans and to which the Revolving Credit LoansTerm SOFR Rate Option applies; and (z) the total principal amount of such prepayment, which ; provided that any partial prepayment of the Loans of any Class shall be in an amount not be less than (i) with respect to Swing Loans, $100,000 and in increments of $100,000 for any Swing Loans, (ii) in the case of Loans of any other Class, $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies5,000,000. All prepayment notices shall be irrevocable, except that any notice of voluntary prepayment may state that such notice is conditional upon the consummation of a financing transaction, in which case such notice of prepayment may be revoked or delayed by the Borrower (by notice to the applicable Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to the remaining Principal Amortization Paymentsamortization payments as set forth in the applicable Additional Credit Extension Amendment of each Class as directed in writing by the Borrower to the applicable Administrative Agent (or if no such direction, ratably to the remaining Principal Amortization Paymentsamortization payments of such Class). Except as provided in Section 3.4.3 (4.4.3 [Administrative Agent's ’s and Bank's Xxxxxx’s Rights)], if the Borrower prepays a Loan under this Section 5.6.1 but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Swing Loans, then second to Revolving Credit Loans and third to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding two sentences, first to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-Term SOFR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation ’s obligation to indemnify the Banks Lenders under Section 4.6.2 (5.10 [Indemnity). 4.4.2].

Right to Prepay. The Borrower Borrowers shall have the right at its their option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 4.6.2 [Replacement of a Bank] below or Lender], in Section 4.6 (Additional Compensation in Certain Circumstances)4.8 [Increased Costs] and Section 4.10 [Indemnity]). Whenever the any Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent no later than (A) 11:00 a.m., Eastern time, by 2:00 p.m. at least two one (21) Business Days Day prior to the date of prepayment of the Revolving Credit Loans denominated in Dollars, and at least four (4) Business Days prior to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies Optional Currency Loans, or (C) no later than 2:00 p.m., Eastern time, p.m. on the date of prepayment of Swing Loans, setting forth the following information: (xi) the applicable Borrower making the payment; (ii) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yiii) the currency in which such payment shall be made; (iv) if such prepayment is to be made in Dollars, a statement indicating the application of the prepayment between the Swing Loans (if the applicable Borrower is the Lead Borrower) and the Revolving Credit Loans; (v) if such prepayment is to be made in Dollars, a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the Euro-Rate Option applies; and (zvi) the total principal amount of such prepayment, which shall not be less than (i) with respect to Revolving Credit Loans shall be in integral multiples of One Million and 00/100 Dollars ($100,000 1,000,000.00) and not less than Five Million and 00/100 Dollars ($5,000,000.00) (or in each case, the Dollar Equivalent thereof) for each Borrowing Tranche to which the LIBOR Rate Option applies and in increments integral multiples of Five Hundred Thousand and 00/100 Dollars ($100,000 for any Swing Loans, 500,000.00) and not less than the lesser of One Million and 00/100 Dollars (ii$1,000,000.00) $500,000 and in increments or the outstanding principal amount of $100,000 for any Revolving Credit Loan Loans to which the Base Rate Option applies and (ii) with respect to Swing Loans, not less than the lesser of One Hundred Thousand and 00/100 Dollars ($100,000.00) or (iii) $2,500,000 and in increments the outstanding principal amount of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option appliesSwing Loans. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 (3.4.4 [Administrative Agent's and BankLender's Rights)] and subject to Section 10.13 [Bifurcation of Obligations], if the any Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Swing Loans, then to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.223667699

Right to Prepay. The Borrower Borrowers shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 5.6.2 [Replacement of a Bank] below or below, in Section 4.6 (Additional Compensation in Certain Circumstances)5.8 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrower desires Borrowers desire to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent no later than (A) 11:00 a.m., Eastern time, by 11:00a.m. at least two one (21) Business Days Day prior to the date of prepayment of the Revolving Credit Loans denominated in Dollars, and at least four (4) Business Days prior to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies Optional Currency Loans, or (C) 2:00 p.m., Eastern time, no later than 11:00a.m. on the date of prepayment of Swing Loans, setting forth the following information: (xi) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yii) the currency in which such payment shall be made; (iii) if such prepayment is to be made in Dollars, a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans; (iv) if such prepayment is to be made in Dollars, a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the Eurocurrency Rate Option applies; and (zv) the total principal amount of such prepayment, which shall not be less than (i) with respect to Revolving Credit Loans shall be in integral multiples of One Million and 00/100 Dollars ($100,000 1,000,000.00) and not less than Five Million and 00/100 Dollars ($5,000,000.00) (or in each case, the Dollar Equivalent thereof) for each Borrowing Tranche to which the Eurocurrency Rate Option applies and in increments integral multiples of Five Hundred Thousand and 00/100 Dollars ($100,000 for any Swing Loans, 500,000.00) and not less than the lesser of One Million and 00/100 Dollars (ii$1,000,000.00) $500,000 and in increments or the outstanding principal amount of $100,000 for any Revolving Credit Loan Loans to which the Base Rate Option applies and (ii) with respect to Swing Loans, not less than the lesser of One Hundred Thousand and 00/100 Dollars ($100,000.00) or (iii) $2,500,000 and in increments the outstanding principal amount of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option appliesSwing Loans. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount amount, except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 (4.4.3 [Administrative Agent's and Bank's Rights)] and subject to Section 11.18 [Bifurcation of Obligations], if the Borrower prepays Borrowers prepay a Loan but fails fail to specify the applicable Borrowing Tranche which the Borrower is Borrowers are prepaying, the prepayment shall be applied applied, after giving effect to the allocations in the preceding sentence, first to Loans (including Swing Loans, then to Loans ) to which the Base Rate Option applies, and then to Loans (including Swing Loans) which are not Optional Currency Loans to which the LIBO-Eurocurrency Rate Option applies, then to Optional Currency Loans. Any prepayment hereunder shall be subject to the Borrower's Borrowers’ Obligation to indemnify the Banks under Section 4.6.2 (5.10 [Indemnity)]. 4.4.25.6.2.

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 4.6.2 [Replacement of a BankLender] below or below, in Section 4.6 (Additional Compensation in Certain Circumstances)4.8 [Increased Costs] and Section 4.10 [Indemnity]). Whenever the Borrower desires to prepay any part of the LoansLoans (except as required pursuant to Section 4.7.3 or 4.7.8), it shall provide a prepayment notice to the Administrative Agent no later than by 1:00 p.m. (A) 11:00 a.m., Eastern time, at least two one (21) Business Day prior to the date of prepayment of the LIFO Loans, Revolving Credit Loans or Term Loans denominated in Dollars, (B) at least four (4) Business Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option appliesany Optional Currency Loans, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, no later than 1:00 p.m. on the date of prepayment of Swing Loans, in each case setting forth the following information: (xw) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (x) a statement indicating the application of the prepayment between the LIFO Loans, Revolving Credit Loans, Swing Loans and Term Loans; (y) a statement indicating the application of the prepayment between Loans to which the Swing Base Rate Option applies and Loans and Optional Currencies to which the Revolving Credit LoansEuro-Rate Option applies; and (z) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 (Agent's and Bank's Rights), if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Swing Loans, then to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.All prepayments permitted - 13 - 131832.01464/109680341v.4

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 [(Replacement of a Bank] ) below or in Section 4.6 (Additional Compensation in Certain Circumstances)). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Agent no later than (A) 11:00 a.m., Eastern time, at least two (2) Business Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, on the date of prepayment of Swing Loans, setting forth the following information: (x) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (y) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans; and (z) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 (Agent's and Bank's Rights), if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Swing Loans, then to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-LIBO- Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 5.6.2 [Replacement of a BankLender] below or below, in Section 4.6 (Additional Compensation in Certain Circumstances)5.8.1 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent no later than (A) 11:00 a.m., Eastern time, by 1:00 p.m. at least two one (21) Business Days Day prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: (xi) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yii) a statement indicating the application of the prepayment between the Swing Revolving Credit Loans and Swing Loans; (iii) a statement indicating the Revolving Credit Loansapplication of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (ziv) the total principal amount of such prepayment, which shall not be less than the lesser of (i) $100,000 and in increments of (ii) $100,000 for any Swing Loans, Loan or (ii) $500,000 and in increments of $100,000 1,000,000 for any Revolving Credit Loan to (or any lesser amount which constitutes the Base Rate Option applies or (iii) $2,500,000 and in increments remaining amount of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option appliessuch Loan). All prepayment notices shall be irrevocable, provided that any prepayment notice 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 Borrower if such condition is not satisfied. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 (4.4.3 [Administrative Agent's and BankLender's Rights)], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Swing Loans, then to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.49

Right to Prepay. The Borrower Company shall have the right at its option at any time and from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 4.4.2 [Replacement Sections 3.1, 3.4 and 10.2; provided, that the Company agrees, upon any prepayment of the Loans or reduction or termination of the Revolving Term Commitment or Support L/C Facility Amount (a) prior to December 1, 2017 in connection with third party financing received by the Company, to pay CoBank a Bank] below prepayment penalty equal to 2.0% of the amount of such prepayment, reduction or termination and (b) on or after December 1, 2017 but prior to December 1, 2018 in Section 4.6 (Additional Compensation in Certain Circumstances))connection with third party financing received by the Company, to pay CoBank a prepayment penalty equal to 1.0% of the amount of such prepayment, reduction or termination. Whenever the Borrower Company desires to prepay all or any part of the Loans, it shall provide a prepayment notice to the Agent no later than CoBank by 1:00 p.m. (AMountain time) 11:00 a.m., Eastern time, at least two three (23) Business Days prior to the date of prepayment of the Revolving Credit any Loans to which the LIBO-Quoted Rate Option applies, applies and by 1:00 p.m. (BMountain time) 11:00 a.m., Eastern time, on the date same Business Day of prepayment of Revolving Credit any Loans to which the Base Rate LIBOR Index Option applies or (C) 2:00 p.m., Eastern time, on the date of prepayment of Swing Loansapplies, setting forth in each case the following information: (xa) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yb) a statement indicating the application of the prepayment between the Swing various Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment among Loans to which the Quoted Rate Option applies and Loans to which the Revolving Credit LoansLIBOR Index Option applies; and (zd) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 and in increments of $100,000 for any Swing Loans, each Loan or (ii) $500,000 and in increments the then outstanding amount of $100,000 for any Revolving Credit the Loan being prepaid. Unless otherwise agreed to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All by CoBank, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as otherwise provided in Section 3.4.3 (Agent's and Bank's Rights)this Agreement or a Note, if the Borrower Company prepays a Loan but fails to specify the applicable Borrowing Tranche Loan which the Borrower Company is prepaying, the prepayment shall be applied (i) first to Swing LoansLoans made under the Revolving Term Loan and then to the Support L/C Facility Loan; and (ii) after giving effect to the allocations in clause (i) above, then first to Loans to which the Base Rate LIBOR Index Option applies, applies and then to Loans to which the LIBO-Quoted Rate Option applies. Any prepayment hereunder of a Loan under the Quoted Rate Option shall be subject to the Borrower's Obligation Company’s obligation to indemnify CoBank for break funding damages and costs to the Banks under extent provided in Section 4.6.2 (Indemnity). 4.4.23.4.

Right to Prepay. The Borrower Company shall have the right at its option at any time and from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 4.4.2 [Replacement of a Bank] below or in Section 4.6 (Additional Compensation in Certain Circumstances))Sections 3.1, 3.4 and 11.2. Whenever the Borrower Company desires to prepay all or any part of the Loans, it shall provide a prepayment notice to the Agent no later than by 1:00 p.m. (AMountain time) 11:00 a.m., Eastern time, (a) at least two three (23) Business Days prior to the date of prepayment of the Revolving Credit any Loans to which the LIBO-LIBOR Option or the Quoted Rate Option applies, (Bb) 11:00 a.m., Eastern time, on at least one (1) Business Day prior to the date of prepayment of Revolving Credit any Loans to which the Base Daily Simple SOFR Rate Option applies or and (Cc) 2:00 p.m., Eastern time, on the date same Business Day of prepayment of Swing Loansany Loans to which the LIBOR Index Option applies, setting forth in each case the following information: (xa) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yb) a statement indicating the application of the prepayment between the Swing various Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment among Loans to which the Quoted Rate Option applies, Loans to which the LIBOR Index Option applies, Loans to which the LIBOR Option applies and Loans to which the Revolving Credit LoansDaily Simple SOFR Rate Option applies; and (zd) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 and in increments of $100,000 for any Swing Loans, each Loan or (ii) $500,000 and in increments the then outstanding amount of $100,000 for any Revolving Credit the Loan being prepaid. Unless otherwise agreed to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All by Agent, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. If a Term Loan is included among the Facilities, all prepayments made under any Term Loan shall be applied (a) first, to the unpaid installments of principal thereunder scheduled to be paid within 365 days after such prepayment, in the order of scheduled maturities, and (b) second, to the unpaid installments of principal thereunder scheduled to be paid 366 days or more after such prepayment, in the inverse order of scheduled maturities. Except as otherwise provided in Section 3.4.3 (Agent's and Bank's Rights)this Agreement or a Note, if the Borrower Company prepays a Loan but fails to specify the applicable Borrowing Tranche Loan which the Borrower Company is prepaying, the prepayment shall be applied (i) first to Swing LoansLoans made under the Revolving Credit Facility, second to the Revolving Term Facility, and third to the Term Loan; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to which the LIBOR Index Option applies, then to Loans to which the Base Daily Simple SOFR Rate Option applies, then to Loans to which the LIBOR Option applies and then to Loans to which the LIBO-Quoted Rate Option applies. Any prepayment hereunder of a Loan under the LIBOR Option or the Quoted Rate Option shall be subject to the Borrower's Obligation Company’s obligation to indemnify Lender for break funding damages and costs to the Banks under extent provided in Section 4.6.2 (Indemnity). 4.4.23.4.”

Right to Prepay. The Borrower Borrowers shall have the right at its their option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 5.6.2 [Replacement of a BankLender] below or below, in Section 4.6 (Additional Compensation in Certain Circumstances)5.8 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrower desires Borrowers desire to prepay any part of the Loans, it the Administrative Borrower shall provide a prepayment notice to the Administrative Agent no later than (A) 11:00 a.m., by 1:00 p.m. Eastern time, time at least two one (21) Business Days Day prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., or Term Loans or no later than 1:00 p.m. Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, time on the date of prepayment of Swing Loans, setting forth the following information: (xa) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yb) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans, Term Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which Term SOFR applies; and (zd) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option appliesTerm Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in All Term Loan prepayments permitted pursuant to this Section 3.4.3 (Agent's and Bank's Rights), if the Borrower prepays a Loan but fails 5.6.1 [Right to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment Prepay] shall be applied first to Swing Loans, then to unpaid installments of principal of the Term Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.as directed by the

Right to Prepay. The Borrower Borrowers shall have the right at its their option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 5.6.2 [Replacement of a BankLender] below or below, in Section 4.6 (Additional Compensation in Certain Circumstances)5.8 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrower desires Borrowers desire to prepay any part of the Loans, it the Administrative Borrower shall provide a prepayment notice to the Administrative Agent no later than (A) 11:00 a.m., by 1:00 p.m. Eastern time, time at least two one (21) Business Days Day prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., or Term Loans or no later than 1:00 p.m. Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, time on the date of prepayment of Swing Loans, setting forth the following information: (xa) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yb) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans, Term Loans and Swing Loans; (c) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (zd) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option appliesTerm Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 [Right to Prepay] shall be applied to unpaid installments of principal of the Term Loans as directed by the Administrative Borrower and any principal amount of the Term Loan prepaid may not be reborrowed. Notwithstanding the application of any prepayments as directed by the Administrative Borrower pursuant to this Section 5.6.1 [Right to Prepay], for purposes of calculating any applicable Fixed Charge Coverage Ratio, such prepayments will be deemed to have been applied in accordance with the requirements for the application of mandatory Term Loan prepayments pursuant to Section 5.7 [Mandatory Prepayments]. Except as provided in Section 3.4.3 (4.4.4 [Administrative Agent's ’s and Bank's Lender’s Rights)], if the Borrower prepays Borrowers prepay a Loan but fails fail to specify the applicable Borrowing Tranche which the Borrower is Borrowers are prepaying, the prepayment shall be applied (i) first to Swing Revolving Credit Loans and then to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, then next to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.{N0289348 2 } 58

Right to Prepay. The Borrower Company shall have the right at its option at any time and from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 4.4.2 [Replacement Sections 3.1, 3.4 and 11.2; provided, that the Company agrees, upon any prepayment of the Loans or reduction or termination of the Revolving Term Commitment prior to July 1, 2016 in connection with third party financing received by the Company, to pay Agent for the account of Lender a Bank] below prepayment penalty equal to 2.0% of the amount of such prepayment, reduction or in Section 4.6 (Additional Compensation in Certain Circumstances))termination. Whenever the Borrower Company desires to prepay all or any part of the Loans, it shall provide a prepayment notice to the Agent no later than by 1:00 p.m. (AMountain time) 11:00 a.m., Eastern time, at least two three (23) Business Days prior to the date of prepayment of the Revolving Credit any Loans to which the LIBO-LIBOR Option or the Quoted Rate Option applies, applies and by 1:00 p.m. (BMountain time) 11:00 a.m., Eastern time, on the date same Business Day of prepayment of Revolving Credit any Loans to which the Base Rate LIBOR Index Option applies or (C) 2:00 p.m., Eastern time, on the date of prepayment of Swing Loansapplies, setting forth in each case the following information: (xa) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yb) a statement indicating the application of the prepayment between the Swing various Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment among Loans to which the Quoted Rate Option applies, Loans to which the LIBOR Index Option applies and Loans to which the Revolving Credit LoansLIBOR Option applies; and (zd) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 and in increments of $100,000 for any Swing Loans, each Loan or (ii) $500,000 and in increments the then outstanding amount of $100,000 for any Revolving Credit the Loan being prepaid. Unless otherwise agreed to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All by Agent, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. If a Term Loan is included among the Facilities, all prepayments made under any Term Loan shall be applied (a) first, to the unpaid installments of principal thereunder scheduled to be paid within 365 days after such prepayment, in the order of scheduled maturities, and (b) second, to the unpaid installments of principal thereunder scheduled to be paid 366 days or more after such prepayment, in the inverse order of scheduled maturities. Except as otherwise provided in Section 3.4.3 (Agent's and Bank's Rights)this Agreement or a Note, if the Borrower Company prepays a Loan but fails to specify the applicable Borrowing Tranche Loan which the Borrower Company is prepaying, the prepayment shall be applied (i) first to Swing LoansLoans made under the Revolving Term Facility, and then to the Term Loan; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to which the LIBOR Index Option applies, then to Loans to which the Base Rate LIBOR Option applies, applies and then to Loans to which the LIBO-Quoted Rate Option applies. Any prepayment hereunder of a Loan under the LIBOR Option or the Quoted Rate Option shall be subject to the Borrower's Obligation Company’s obligation to indemnify Lender for break funding damages and costs to the Banks under extent provided in Section 4.6.2 (Indemnity). 4.4.23.4.

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 5.6(b) [Replacement of a BankLender] below or below, in Section 4.6 (Additional Compensation in Certain Circumstances)5.8 [Increased Costs] and Section 5.10 [Indemnity]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent no later than (A) 11:00 a.m., Eastern time, by 1:00 p.m. at least two one (21) Business Day prior to the date of prepayment of the Revolving Credit Loans that bear interest at the Base Rate Option and at least three (3) Business Days prior to the date of prepayment of the Revolving Credit Loans to which that bear interest at the LIBO-Term SOFR Rate Option appliesOption, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: (xw) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yx) a statement indicating the application of the prepayment between the Swing Revolving Credit Loans and Swing Loans; (y) if applicable, a statement indicating the Revolving Credit Loansapplication of the prepayment between the between Loans to which the Base Rate Option applies, Loans to which the Term SOFR Rate Option applies and Loans to which the Daily SOFR Option applies; and (z) the total principal amount of such prepayment, which shall not be less than the lesser of (i) $100,000 and in increments of the Revolving Credit Loans, or (ii) $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option appliesLoan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 (4.4(c) [Administrative Agent's ’s and Bank's Xxxxxx’s Rights)], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Swing Base Rate Loans, then to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.Daily

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 [Replacement of a Bank] below or 5.6.2 below, in Section 4.6 (Additional Compensation in Certain Circumstances)5.8 and Section 5.10). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent no later than (A) 11:00 a.m., Eastern time, by 1:00 p.m. at least two one (21) Business Days Day prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit or Term Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, no later than 1:00 p.m. on the date of prepayment of Swing Loans, setting forth the following information: (xi) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yii) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans, Term Loans and Swing Loans; (iii) a statement indicating the application of the prepayment between Loans to which the Base Rate Option applies and Loans to which the LIBOR Rate Option applies; and (ziv) the total principal amount of such prepayment, which shall not be less than the lesser of (iA) $100,000 and in increments of the Revolving Facility Usage or (B) $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option appliesor Term Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 5.6.1 shall be applied to the remaining unpaid installments of principal of the Term Loans on a pro rata basis. Except as provided in Section 3.4.3 (Agent's and Bank's Rights)4.4.3, if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied (i) first to Swing Revolving Credit Loans and then, second, to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, then first to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-LIBOR Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's ’s Obligation to indemnify the Banks Lenders under Section 4.6.2 (Indemnity). 4.4.25.10.

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 4.6.2 [Replacement of a BankLender] below or below, in Section 4.6 (Additional Compensation in Certain Circumstances)4.8[Increased Costs] and Section 4.10 [Indemnity]). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent no later than by 1:00 p.m. (A) 11:00 a.m., Eastern time, at least two one (21) Business Days Day prior to the date of prepayment of the Revolving Credit Loans or Term Loans denominated in Dollars, and(B) at least four (4) Business Days prior to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies any Optional Currency Loans, or (C) 2:00 p.m., Eastern time, no later than 1:00 p.m. on the date of prepayment of Swing Loans, in each case setting forth the following information: (xw) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (x) a statement indicating the application of the prepayment between the Revolving Credit Loans and, Swing Loans and Term Loans; (y) a statement indicating the application of the prepayment between Loans to which the Swing Base Rate Option applies and Loans and Optional Currencies to which the Revolving Credit LoansEuro-Rate Option applies; and (z) the total principal amount of such prepayment, which shall not be less than the lesser of (i) $100,000 and in increments of $100,000 the Revolving Facility Usage or (ii) Five Hundred Thousand for any Swing Loans, Loan or Five Million and 00/100 Dollars (ii$5,000,000.00) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option appliesTerm Loan. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option appliesamount, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. All Term Loan prepayments permitted pursuant to this Section 4.6.1 [Right to Prepay] shall be applied to the unpaid installments of principal of the Term Loans in the inverse order of scheduled maturities. Except as provided in Section 3.4.3 (3.4.4 [Administrative Agent's and BankLender's Rights)], if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Swing Loans, then to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.the

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time time(a) to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 [Replacement of a Bank] below or in Section 4.6 (Additional Compensation in Certain Circumstances)Sections 3.1, 3.5 and 11.3). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Administrative Agent no later than (A) by 11:00 a.m., Eastern time, a.m. at least two three (23) U.S. Government Securities Business Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-LIBORTerm SOFR Rate Option appliesLoans, (B) by 11:00 a.m., Eastern time, on a.m. at least one (1) Business Day prior to the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies Loans or (C) no later than 2:00 p.m., Eastern time, p.m. on the date of prepayment of Swing Line Loans, in each case, setting forth the following information: (x) the date, which shall be a Business Day, on which the proposed proposed(i) prepayment is to be made; (y) a statement indicating the application of the prepayment between the Swing Loans among Class of(ii) Loan and the Revolving Credit LoansBorrowings; and (z) the total principal amount of such prepayment, which shall not be less less(iii) than the lesser of the following with respect to any Class of Loan: (iA) the then outstanding principal amount of such Class of Loan or (B) $100,000 and 1,000,000 (provided, that the amount of any prepayment to which this Section 2.12(a)(iii)(B) applies shall be in increments integral multiples of $100,000 for any Swing Loans500,000). Except as otherwise expressly provided herein with respect to refinancings, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except So long as provided no Event of Default has occurred and is continuing, prepayments permitted pursuant to this Section 2.12 shall be applied to the Revolving Credit Facility or the Term Loans or the Incremental Term Loans as the Borrower may direct (provided, that the Term Loans and the Incremental Term Loans are prepaid pro rata). Prepayments pursuant to this Section 2.12 of the Term Loans and Incremental Term Loans shall be applied pro rata to the unpaid installments of principal of the Term Loans and Incremental Term Loans in Section 3.4.3 the inverse order of scheduled maturities (Agent's for the avoidance of doubt, including application to any balloon payment due and Bank's Rightspayable on the applicable Maturity Date), if . If the Borrower prepays a Loan but fails to specify the applicable Class and/or Borrowing Tranche which that the Borrower intends to prepay or if an Event of Default has occurred and is prepayingcontinuing, the then such prepayment shall be applied first first, ratably to Swing all outstanding Revolving Loans that are Base Rate Loans, then second, ratably to all outstanding Revolving Loans that are LIBORTerm SOFR Rate Loans, third, ratably to which the all outstanding Term Loans and Incremental Term Loans that are Base Rate Option appliesLoans, and then fourth, ratably to all outstanding Term Loans to which the LIBO-and Incremental Term Loans that are LIBORTerm SOFR Rate Option appliesLoans. Any prepayment hereunder (A) shall include all interest and fees due and payable with respect to the Loan being prepaid (unless other arrangements with respect to the payment of such interest and fees satisfactory to the applicable Lenders in their sole discretion have been made) and (B) shall be subject to the Borrower's ’s Obligation to indemnify the Banks Lenders under Section 4.6.2 3.5. Notwithstanding the foregoing, any prepayment notice delivered in connection with any proposed refinancing of all of the Facilities may be, if expressly so stated in the applicable prepayment notice, contingent upon the consummation of such refinancing, and (Indemnity). 4.4.2.x) the repayment date therefor may be amended from time to time by notice from the Borrower to the Administrative Agent and/or (y) such prepayment notice may be revoked by the Borrower in the event such 68

Right to Prepay. The Borrower shall have the right at its option at any time and from time to time to prepay the Loans in whole or part without premium or penalty (except as provided in Section 4.4.2 [(Replacement of a Bank] ) below or in Section 4.6 (Additional Compensation in Certain Circumstances)). Whenever the Borrower desires to prepay any part of the Loans, it shall provide a prepayment notice to the Agent no later than (A) 11:00 a.m., Eastern time, at least two (2) Business Days prior to the date of prepayment of the Revolving Credit Loans to which the LIBO-Rate Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, on the date of prepayment of Swing Loans, setting forth the following information: (x) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (y) a statement indicating the application of the prepayment between the Swing Loans and the Revolving Credit Loans; and (z) the total principal amount of such prepayment, which shall not be less than (i) $100,000 and in increments of $100,000 for any Swing Loans, (ii) $500,000 and in increments of $100,000 for any Revolving Credit Loan to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. Except as provided in Section 3.4.3 (Agent's and Bank's Rights), if the Borrower prepays a Loan but fails to specify the applicable Borrowing Tranche which the Borrower is prepaying, the prepayment shall be applied first to Swing Loans, then to Loans to which the Base Rate Option applies, and then to Loans to which the LIBO-Rate Option applies. Any prepayment hereunder shall be subject to the Borrower's Obligation to indemnify the Banks under Section 4.6.2 (Indemnity). 4.4.2.

Right to Prepay. The Borrower Company shall have the right at its option at any time and from time to time to prepay any of the Loans in whole or in part without premium or penalty (penalty, except as may be otherwise set forth in a Note and except as provided in Section 4.4.2 [Replacement Sections 3.1, 3.4 and 11.2; provided, that the Company agrees, upon any prepayment of the Loans or reduction or termination of the Revolving Term Commitment prior to December 1, 2018 in connection with third party financing received by the Company, to pay Agent for the account of Lender a Bank] below prepayment penalty equal to 2.0% of the amount of such prepayment, reduction or in Section 4.6 (Additional Compensation in Certain Circumstances))termination. Whenever the Borrower Company desires to prepay all or any part of the Loans, it shall provide a prepayment notice to the Agent no later than by 1:00 p.m. (AMountain time) 11:00 a.m., Eastern time, at least two three (23) Business Days prior to the date of prepayment of any Loans to which Quoted Rate Option applies and by 1:00 p.m. (Mountain time) on the Revolving Credit same Business Day of prepayment of any Loans to which the LIBO-Rate LIBOR Index Option applies, (B) 11:00 a.m., Eastern time, on the date of prepayment of Revolving Credit Loans to which the Base Rate Option applies or (C) 2:00 p.m., Eastern time, on the date of prepayment of Swing Loans, setting forth in each case the following information: (xa) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (yb) a statement indicating the application of the prepayment between the Swing various Facilities (if more than one hereunder); (c) a statement indicating the application of the prepayment among Loans to which the Quoted Rate Option applies and Loans to which the Revolving Credit LoansLIBOR Index Option applies; and (zd) the total principal amount of such prepayment, which shall not be less than in the minimum principal amount of the lesser of (i) $100,000 and in increments of $100,000 for any Swing Loans, each Loan or (ii) $500,000 and in increments the then outstanding amount of $100,000 for any Revolving Credit the Loan being prepaid. Unless otherwise agreed to which the Base Rate Option applies or (iii) $2,500,000 and in increments of $500,000 for any Revolving Credit Loan to which the LIBO-Rate Option applies. All by Agent, all prepayment notices shall be irrevocable. The principal amount of the Loans for which a prepayment notice is given, together with interest on such principal amount except with respect to Loans to which the Base Rate LIBOR Index Option applies, shall be due and payable on the date specified in such prepayment notice as the date on which the proposed prepayment is to be made. If a Term Loan is included among the Facilities, all prepayments made under any Term Loan shall be applied (a) first, to the unpaid installments of principal thereunder scheduled to be paid within 365 days after such prepayment, in the order of scheduled maturities, and (b) second, to the unpaid installments of principal thereunder scheduled to be paid 366 days or more after such prepayment, in the inverse order of scheduled maturities. Except as otherwise provided in Section 3.4.3 (Agent's and Bank's Rights)this Agreement or a Note, if the Borrower Company prepays a Loan but fails to specify the applicable Borrowing Tranche Loan which the Borrower Company is prepaying, the prepayment shall be applied (i) first to Swing LoansLoans made under the Revolving Term Facility, and then to the Term Loan; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to which the Base Rate LIBOR Index Option applies, applies and then to Loans to which the LIBO-Quoted Rate Option applies. Any prepayment hereunder of a Loan under the Quoted Rate Option shall be subject to the Borrower's Obligation Company’s obligation to indemnify Lender for break funding damages and costs to the Banks under extent provided in Section 4.6.2 (Indemnity). 4.4.23.4.