Common use of Voluntary prepayment of Loans Clause in Contracts

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause (b) below) delivered to the Administrative Agent no later than 1:00 P.M., New York City time, on the date of such prepayment, which notice shall specify the date and amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by the payment of accrued and unpaid interest.

Voluntary prepayment of Loans. (a) The Borrower Company shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (without premium or penalty, except as provided in Section 2.25, subject to clause prior notice in accordance with paragraph (b) belowof this Section. (b) delivered to The Company shall notify the Administrative Agent no by telephone (confirmed by facsimile or electronic mail) of any prepayment 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 Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment. Each such prepaymentnotice shall be irrevocable (unless given in connection with a Conditional Termination Notice, as set forth in Section 2.09, in which case, subject to Section 2.25, such notice of prepayment may be revoked if such Conditional Termination Notice is revoked in accordance with Section 2.09) and shall specify the date prepayment date, the Borrowing or Borrowings which are to be prepaid and the principal amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans each Borrowing or Tranche C Loansportion thereof to be prepaid. Upon Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders of the contents thereof. If Each partial prepayment of any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.17. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.23.

Voluntary prepayment of Loans. (a) The Subject to Section 2.16, the Borrower or the Subsidiary Borrower, as applicable, shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty of the Borrower or premium of any kindthe Subsidiary Borrower, as applicable, in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with paragraph (b) belowof this Section. In the case of the Term Loans, all prepayments shall be applied to the principal installments of the Term Loans in the inverse order of their maturities. (b) delivered to The Borrower or the Subsidiary Borrower, as applicable, shall notify the Administrative Agent no (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing or Eurocurrency Term Borrowing denominated in dollars, not later than 1:00 P.M.9:00 a.m., New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of a Eurocurrency Revolving Borrowing or Eurocurrency Term Borrowing denominated in an Alternative Currency, not later than 9:00 a.m., London time, three Business Days prior to the date of prepayment and (iii) in the case of prepayment of an ABR Revolving Borrowing or ABR Term Borrowing, not later than 9:00 a.m., New York City time, on the date of prepayment. Each such prepayment, which notice shall be irrevocable and shall specify the prepayment date and the principal amount of prepayment and whether the each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of Tranche A Loanstermination of the Revolving Credit Commitments as contemplated by Section 2.08, Tranche B Loans or Tranche C Loansthen such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Upon Promptly following receipt of any such notice relating to a Revolving Borrowing or Term Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders of the contents thereof. If Each partial prepayment of any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans Borrowing or Term Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.02. Each prepayment of a Revolving Borrowing or Term Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.13.

Voluntary prepayment of Loans. 8.9.1 Subject to Clause 8.10 (a) The Right of repayment and cancellation in relation to a single Lender), the Borrower shall have be entitled to voluntarily prepay the right Loans under any Facility provided the procedure set out in Clause 8.9.2 has been followed. 8.9.2 In the event that the Borrower wishes to effect a voluntary prepayment of the Loans, or any part thereof, outstanding under the Facilities, the Borrower shall notify the Facility Agent in writing (the Voluntary Prepayment Notice), not less than 5 (five) Business Days prior to the proposed date (the Voluntary Prepayment Date) of such voluntary prepayment, of the amount (the Voluntary Prepayment Amount) it wishes to voluntarily prepay (if in part, being an amount that reduces the amount of that Loan by a minimum amount of R50,000,000 (Fifty Million Rand) or, if less, the aggregate Facility Outstandings, and in integral multiples of R10,000,000 (Ten Million Rand) in excess thereof) (the Relevant Amount) and the Facility to which the voluntary prepayment is to be applied, provided that no voluntary prepayment may be made by the Borrower if an Event of Default is continuing or if such voluntary prepayment would result in a failure to comply with any of the Financial Covenants at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium after the Voluntary Prepayment Date. 8.9.3 The Facility Agent shall deliver a copy of any kind, in whole or in part, upon irrevocable notice (subject to clause (b) below) delivered the Voluntary Prepayment Notice to the Administrative Lenders within 1 (one) Business Day of receipt by the Facility Agent no later than 1:00 P.M., New York City time, on of the date of such prepayment, which notice shall specify Voluntary Prepayment Notice. 8.9.4 On the date and amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givenVoluntary Prepayment Date, the amount specified in such notice Borrower shall be due and payable on repay the date specified therein. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until Facilities by paying the next business day if such payment is received after 4:00 p.m., New York City timeVoluntary Prepayment Amount to the Facility Agent. (b) Each notice of 8.9.5 Any prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each prepayment of a Borrowing under this Clause 8.9 shall be applied ratably to rateably among the Loans included in participations of all Lenders under the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by the payment of accrued and unpaid interestrelevant Facility.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with Section 2.10(b). (b) below) delivered to The Borrower shall notify the Administrative Agent no (or, in the case of prepayment of a Swingline Loan, the Swingline Lender) (which notice shall be made in writing by telecopy or electronic communication (e-mail) in the form of Exhibit 2.10 (a “Notice of Prepayment”)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 P.M.11:00 a.m., New York, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing (other than Swingline Loans), not later than 11:00 a.m., New York, New York time, one Business Day prior to the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York, New York time on the date of the prepayment. Each such prepayment, which notice shall be irrevocable and shall specify the date prepayment date, Type and the principal amount of prepayment and whether the each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of Tranche A Loanstermination of the Total Commitment as contemplated by Section 2.08, Tranche B Loans then such notice of prepayment may be revoked if such notice of termination of the Total Commitment is revoked in accordance with Section 2.08. Each partial prepayment shall be in an aggregate amount not less than, and shall be an integral multiple of, the amounts shown below with respect to the applicable Type of Loan or Tranche C Loans. Upon Borrowing: Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders in writing of the contents thereof. If any such notice is giventhe Borrower fails to designate the Type of Borrowings to be prepaid, the amount specified in such notice partial prepayments shall be due applied first to the outstanding Swingline Loans until the outstanding principal amount of all Swingline Loans is repaid in full, then to the outstanding ABR Borrowings until the outstanding principal amount of all ABR Borrowings is repaid in full, and payable on then to the date specified thereinoutstanding principal amount of Eurodollar Borrowings. Partial prepayments Each partial prepayment of Revolving Loans any Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing in accordance with the Lenders’ Applicable Percentage of such Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.12.

Voluntary prepayment of Loans. (a) The Each Borrower shall have the right at any time and from time to time prior up to 4:00 P.M.3:00 p.m., New York City Time, time on any Business Day, Day to prepay any Borrowing without penalty or premium of any kind, kind any of the Loans made to it in whole or in part, upon irrevocable notice (subject to clause Section 2.17 and to prior notice in accordance with paragraph (b) below) delivered to the Administrative Agent no later than 1:00 P.M., New York City time, on the date of such prepayment, which notice shall specify the date and amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest this Section; provided that interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 3:00 p.m., New York City time. (b) The applicable Borrower shall notify the Administrative Agent by telephone (confirmed by electronic communication or facsimile) of any prepayment hereunder not later than (i) 12:00 noon, New York City time, one Business Day prior to the date of prepayment, in the case of prepayments of ABR Loans or Federal Funds Rate Loans and (ii) 12:00 noon, New York City time, three Business Days prior to the date of prepayment, in the case of prepayments of Eurodollar Loans. Each such notice of prepayment shall be irrevocableirrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that that, if a notice of prepayment delivered is given in connection with a conditional notice of termination of the Commitments as contemplated by the Borrower may state that Section 2.09, then such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, in which case such notice prepayment may be revoked by the Borrower (by if such notice of termination is revoked in accordance with Section 2.09. Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent on or prior to shall advise the specified Lenders of the contents thereof. Each partial prepayment date) if such condition is not satisfiedof 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; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.14.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with paragraph (b) belowof this Section. (b) delivered to The Borrower shall notify the Administrative Senior Facility Agent no (and, in the case of prepayment of a Swing Line Loan, the Swing Line Lender) by telephone (confirmed by e-mail or facsimile), e-mail or facsimile of any prepayment hereunder (i) in the case of prepayment of a Term SOFR Borrowing, not later than 1:00 P.M.12:00 noon, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swing Line Loan, not later than 12:00 noon, New York City time, on the date of such prepayment, which notice shall specify the date and amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in Each such notice shall be due irrevocable and payable on shall specify the prepayment date specified therein. Partial prepayments of Revolving Loans shall be in an aggregate and the principal amount of $5,000,000 each Borrowing or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall portion thereof to be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m.prepaid; provided, New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt occurrence of proceeds from the issuance of other indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Senior Facility Agent on or prior to the specified prepayment 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 Revolving Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Senior Facility 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.14.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause (b) below) delivered to the Administrative Agent no later than 1:00 P.M., New York City time, on the date of such prepayment, which notice shall specify the date and amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans shall sha l be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by the payment of accrued and unpaid interest.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with Section 2.10(b). (b) below) delivered to The Borrower shall notify the Administrative Agent no (or, in the case of prepayment of a Swingline Loan, the Swingline Lender) (which notice shall be made in writing by telecopy or electronic communication (e-mail) in the form of Exhibit 2.10 (a “Notice of Prepayment”)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 P.M.11:00 a.m., New York, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing (other than Swingline Loans), not later than 11:00 a.m., New York, New York time, one Business Day prior to the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York, New York time on the date of the prepayment. Each such prepayment, which notice shall be irrevocable and shall specify the date prepayment date, Type and the principal amount of prepayment and whether the each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of Tranche A Loanstermination of the Total Commitment as contemplated by Section 2.08, Tranche B Loans then such notice of prepayment may be revoked if such notice of termination of the Total Commitment is revoked in accordance with Section 2.08. Each partial prepayment shall be in an aggregate amount not less than, and shall be an integral multiple of, the amounts shown below with respect to the applicable Type of Loan or Tranche C Loans. Upon Borrowing: Eurodollar Borrowing $ 1,000,000 $ 3,000,000 ABR Borrowing $ 1,000,000 $ 1,000,000 Swingline Loan $ 100,000 $ 1,000,000 Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders in writing of the contents thereof. If any such notice is giventhe Borrower fails to designate the Type of Borrowings to be prepaid, the amount specified in such notice partial prepayments shall be due applied first to the outstanding Swingline Loans until the outstanding principal amount of all Swingline Loans is repaid in full, then to the outstanding ABR Borrowings until the outstanding principal amount of all ABR Borrowings is repaid in full, and payable on then to the date specified thereinoutstanding principal amount of Eurodollar Borrowings. Partial prepayments Each partial prepayment of Revolving Loans any Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing in accordance with the Lenders’ Applicable Percentage of such Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.12.

Voluntary prepayment of Loans. (a) The Borrower Account Parties shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (without premium or penalty, except as provided in Section 2.25, subject to clause prior notice in accordance with paragraph (b) belowof this Section. (b) delivered to The Account Parties shall notify the Administrative Agent no by telephone (confirmed by facsimile or electronic mail) of any prepayment 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, on three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, one Business Day before the date of prepayment. Each such prepaymentnotice shall be irrevocable (unless given in connection with a Conditional Termination Notice, as set forth in Section 2.09, in which case, subject to Section 2.25, such notice of prepayment may be revoked if such Conditional Termination Notice is revoked in accordance with Section 2.09) and shall specify the date prepayment date, the Borrowing or Borrowings which are to be prepaid and the principal amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans each Borrowing or Tranche C Loansportion thereof to be prepaid. Upon Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders of the contents thereof. If Each partial prepayment of any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.17. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.23.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, the Loans in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with Section 2.08(b). (b) below) delivered to The Borrower shall notify the Administrative Agent no by in writing (which notice shall be made in writing by telecopy or electronic communication (e-mail) in the form of Exhibit 2.08 (a “Notice of Prepayment”)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 P.M.11:00 a.m., New York, New York City time, on three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York, New York time, one Business Day prior to the date of prepayment. Each such prepayment, which notice shall be irrevocable and shall specify the date prepayment date, Type and the principal amount of prepayment and whether the each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of Tranche A Loanstermination of the Total Commitment as contemplated by Section 2.06, Tranche B Loans then such notice of prepayment may be revoked if such notice of termination of the Total Commitment is revoked in accordance with Section 2.06. Each partial prepayment shall be in an aggregate amount not less than, and shall be an integral multiple of, the amounts shown below with respect to the applicable Type of Loan or Tranche C Loans. Upon Borrowing: Eurodollar Borrowing $ 1,000,000 $ 3,000,000 ABR Borrowing 1,000,000 1,000,000 Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders in writing of the contents thereof. If any such notice is giventhe Borrower fails to designate the Type of Borrowings to be prepaid, the amount specified in such notice partial prepayments shall be due applied first to the outstanding ABR Borrowings until the outstanding principal amount of all ABR Borrowings is repaid in full, and payable on then to the date specified thereinoutstanding principal amount of Eurodollar Borrowings. Partial prepayments Each partial prepayment of Revolving Loans any Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing in accordance with the Lenders’ ratable share of such Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.10.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, Loan in whole or in part, upon irrevocable notice (subject to clause (b) below) delivered to the Administrative Agent no later than 1:00 P.M., New York City time, on the date of such prepayment, which prior notice shall specify the date and amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City timeaccordance with Section 2.08(b). (b) Each The Borrower shall notify the Administrative Agent (which notice shall be made in writing by telecopy or electronic communication (e-mail) in the form of Exhibit 2.08 (a “Notice of Prepayment”)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York, New York time, three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York, New York time, one Business Day prior to the date of prepayment. Each such notice shall be irrevocableirrevocable and shall specify the prepayment date, Type 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 consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment effective date) if such condition is not satisfiedsatisfied Each partial prepayment shall be in an aggregate amount not less than, and shall be an integral multiple of, the amounts shown below with respect to the applicable Type of Loan or Borrowing: Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders in writing of the contents thereof. If the Borrower fails to designate the Type of Borrowings to be prepaid, partial prepayments shall be applied first to the outstanding ABR Borrowings until the outstanding principal amount of all ABR Borrowings is repaid in full, and then to the outstanding principal amount of Eurodollar Borrowings. 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing in accordance with the Lenders’ ratable share of such Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.10.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time to prepay the Loans and from time the right to time prior allocate (in its discretion) such prepayments to 4:00 P.M.(x) Revolving Loans, (y) Term Loans and/or (z) Swingline Loans, without premium or penalty, on the following terms and conditions: (i) the Borrower shall give the Administrative Agent (x) not later than 12:00 Noon, New York City Time, on any time at least one Business Day, Day before the date of prepayment of such Borrower’s intent to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice ABR Loans and (subject to clause (by) below) delivered to the Administrative Agent no not later than 1:00 P.M.12:00 Noon, New York City timetime at least three Business Days before the date of prepayment of such Borrower’s intent to prepay Eurodollar Loans and (z) not later than 12:00 Noon, New York City time on the date of prepayment of such prepaymentBorrower’s intent to prepay Swingline Loans, notice of the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall specify the date and amount of prepayment and whether the prepayment is of Tranche A (other than any notice to prepay Swingline Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice ) the Administrative Agent shall promptly notify transmit to each relevant Lender thereof. If any such notice is givenof the Lenders; (ii) each prepayment of Revolving Loans, Term Loans and Swingline Loans, as the amount specified in such notice case may be, shall be due the lesser of (x) the total amount outstanding for each Loan and payable on (y) the date specified therein. Partial Minimum Borrowing Amount applicable to such Loans, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar 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 Eurodollar Loans and any election of an Interest Period with respect thereto given by the relevant Borrower shall have no force or effect; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing, shall be applied pro rata among the Lenders which made such Loans, provided that in connection with any prepayment of Loans pursuant to this Section 2.10, such prepayments shall not be required to be applied to any Loans of a Defaulting Lender; and (iv) optional prepayments of Revolving Term Loans shall be in an aggregate principal amount applied to such installments of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by Scheduled Repayments as the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by the payment of accrued and unpaid interestdirect.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with Section 2.10(b). (b) below) delivered to The Borrower shall notify the Administrative Agent no (or, in the case of prepayment of a Swingline Loan, the Swingline Lender) (which notice shall be made in writing by telecopy or electronic communication (e-mail) in the form of Exhibit 2.10 (a “Notice of Prepayment”)) of any prepayment hereunder (i) in the case of prepayment of a EurodollarSOFR Borrowing, not later than 1:00 P.M.11:00 a.m., New York, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing (other than Swingline Loans), not later than 11:00 a.m., New York, New York time, one Business Day prior to the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York, New York time on the date of the prepayment. Each such prepayment, which notice shall be irrevocable and shall specify the date prepayment date, Type and the principal amount of prepayment and whether the each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of Tranche A Loanstermination of the Total Commitment as contemplated by Section 2.08, Tranche B Loans then such notice of prepayment may be revoked if such notice of termination of the Total Commitment is revoked in accordance with Section 2.08. Each partial prepayment shall be in an aggregate amount not less than, and shall be an integral multiple of, the amounts shown below with respect to the applicable Type of Loan or Tranche C Loans. Upon Borrowing: EurodollarSOFR Borrowing $1,000,000 $3,000,000 Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders in writing of the contents thereof. If any such notice is giventhe Borrower fails to designate the Type of Borrowings to be prepaid, the amount specified in such notice partial prepayments shall be due applied first to the outstanding Swingline Loans until the outstanding principal amount of all Swingline Loans is repaid in full, then to the outstanding ABR Borrowings until the outstanding principal amount of all ABR Borrowings is repaid in full, and payable on then to the date specified thereinoutstanding principal amount of EurodollarSOFR Borrowings. Partial prepayments Each partial prepayment of Revolving Loans any Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing in accordance with the Lenders’ Applicable Percentage of such Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.12.

Voluntary prepayment of Loans. (a) The Borrower shall have may, if it gives the right at Lender not less than ten (10) Business Days’ prior written notice, prepay all or any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium portion of any kind, in whole or in part, upon irrevocable the Loan. Any notice (subject to clause (b) below) delivered of prepayment given to the Administrative Agent no later than 1:00 P.M., New York City time, on the date of such prepayment, which notice Lender under this Section 7 shall be irrevocable and shall specify the prepayment date and amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $5,000,000 the Loan or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall portion thereof to be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m.prepaid; provided, New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower to this Section 7.2(a) may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of any other credit facilities facility(ies) or the receipt closing of any securities offering (provided the proceeds from the issuance of other indebtedness such credit facilit(ies) or any other specified eventoffering are to be applied to such prepayment), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Lender on or prior to the specified prepayment effective date) if such condition is not satisfied. Each . (b) The Loan (or any portion thereof) may only be so prepaid if the prepayment is made together with a prepayment fee (the “Prepayment Fee”) payable by the Borrower to the Lender, which shall be equal to the higher of (i) zero or (ii) the present value of all future Interest payments that would have been paid (but will not be paid due to such prepayment) following the prepayment date and until (and including) the Maturity Date (it will be assumed, for that purpose, that the Contract Interest Rate applicable on the prepayment date would have not been changed through the Maturity Date) discounted by a discount rate equal to the sum of: (x) the Bond Rate plus (y) two percent (2.0%). (c) Any prepayment of a Borrowing the Loan or any portion thereof shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by the payment of made together with (i) accrued and unpaid interestinterest on the principal amount prepaid, (ii) any other Unpaid Sum and (iii) any Prepayment Fee. (d) Except as set forth in the immediately following sentence, upon the occurrence of a Prepayment Fee Event, the Borrower shall pay to the Lender an amount equal to the Prepayment Fee. The parties hereto acknowledge and agree that the Prepayment Fee referred to in the immediately preceding sentence (i) is additional consideration for providing the Loan, (ii) constitutes reasonable liquidated damages to compensate the Lender for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an early prepayment of the Loan (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Loan might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the date hereof), and (iii) is not a penalty to punish the Borrower for its early prepayment of the Loan or for the occurrence of any Event of Default or any other Prepayment Fee Event, as the case may be. The Borrower expressly acknowledges that its agreement to pay the Prepayment Fee to the Lender as herein described is a material inducement to the Lender to enter into this Agreement.

Voluntary prepayment of Loans. (a) The Any Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with paragraph (b) belowof this Section. (b) delivered to The applicable Borrower, or the Company on its behalf, shall notify the Administrative Agent no (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Revolving Borrowing, not later than 1:00 P.M.2:00 p.m., New York City time (or, in the case of a Eurocurrency Revolving Borrowing denominated in a Foreign Currency, 11:00 a.m. Local Time), three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Revolving Borrowing, not later than 2:00 p.m., New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such prepayment, which notice shall be irrevocable and shall specify the prepayment date and the Class and principal amount of prepayment and whether the each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of Tranche A Loanstermination of the Commitments as contemplated by Section 2.09, Tranche B Loans or Tranche C Loansthen such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.09. Upon Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the applicable Lenders of the contents thereof. If Each partial prepayment of any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Revolving Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued extent required by Section 2.13 and unpaid interestby any amounts required to be paid pursuant to Section 2.16.

Voluntary prepayment of Loans. (aA) The Borrower shall have the right at any time Subject to clause 10.1 (General) and from time to time paragraphs (B) and (C) below: (i) prior to 4:00 P.M.the Financial Completion Date, New York City Timea Utilisation may only be prepaid in whole (if all other Utilisations are also prepaid at the same time) but not in part only (except, on any Business Dayprior to the Satisfaction Date, to prepay any Borrowing without penalty or premium with the prior consent of any kindthe Tranche S1 Lenders); and (ii) after the Financial Completion Date, a Utilisation may be prepaid whether in whole or in part (if in part, upon irrevocable notice in minimum amounts of USD 1 million and multiples thereof or, if less, the balance of the Facility). (subject to clause B) Any voluntary prepayment of Utilisations under the Senior Facilities or, as the case may be, the Junior Facilities shall only be made if simultaneously there are pro rata prepayments of Utilisations of each of the Senior Facilities or, as the case may be, the Junior Facilities. (bC) below) delivered No prepayment of Utilisations of the Junior Facilities may be made prior to the Administrative Senior Discharge Date. (D) Any such permitted prepayment pursuant to paragraph (A) above may be made by the Borrower without penalty upon ten Business Days’ prior written notice to the Senior Facility Agent no later than 1:00 P.M.or, New York City timeas the case may be, on the date Junior Facility Agent. (E) Any valid notice of such prepayment, which notice shall prepayment will be irrevocable and will specify the date and on which the cancellation shall take effect. Any amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall prepaid may not be due and payable on the date specified therein. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City timeredrawn. (bF) Each notice Prepayment shall take effect: (i) on the last day of the then current Interest Period; or (ii) on any other date subject to payment by the Borrower, on demand of Break Costs (if any), in accordance with clause 13.4 (Break Costs). (G) When any prepayment of the whole or part of a Loan takes place, each Lender’s participation in the relevant Loan shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by the payment of accrued and unpaid interestreduced rateably.

Voluntary prepayment of Loans. (a) The Voluntary prepayment of Loans At any time, including during the Availability Period (provided that the available Commitments shall be cancelled before such prepayment), the Borrower may, upon giving the Facility Agent a prior written notice on a Business Day at least fifteen (15) days in advance (or such shorter period as the Majority Lenders may agree) and prior to 11.30 a.m. of that date, prepay the whole or any part of the Loans and any interest incurred thereof without any additional fee or penalty other than the Prepayment Compensation, if any (but in the case of a partial prepayment, being at least an amount of RMB 50,000,000 and an integral multiple of RMB 10,000,000 or other amount as the Facility Agent may agree). (b) If a prepayment date under paragraph (a) above falls on an Interest Payment Date, the Borrower shall have not be required to pay any Prepayment Compensation, any premium or any other additional fees or penalties. If a prepayment date under paragraph (a) above falls on a date which is not an Interest Payment Date (for the right at any time purpose of this Clause 7.3, the Interest Payment Date shall exclude each prepayment date), Prepayment Compensation shall be paid in accordance with Clause 7.7 of this Agreement (for the avoidance of doubt, such provision does not apply to relevant laws and regulations (including without limitation the Notice on Further Regulating Credit Facility Charges to Lower Comprehensive Costs of Corporate Financing (Yin Xxx Xxxx Fa [2020] No.18), including such provision as amended or re-enacted from time to time prior time) where no compensation is to 4:00 P.M.be collected. The Prepayment Compensation shall be determined pursuant to applicable laws, New York City Timeregulations and the regulations of competent institutions. (c) If the Borrower voluntarily prepays any amount pursuant to this Clause 7.3, on any Business Day, to the Borrower shall also prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause (b) below) delivered to the Administrative Agent no later than 1:00 P.M., New York City time, all interest incurred thereof which is due and payable under this Agreement on the date of such prepayment. (d) Any prepayment pursuant to this Clause 7.3 shall be made by the Lenders in pro rata to the Loans then being made by all Lenders to the Borrower. (e) The Borrower, which notice if upon a voluntary prepayment, shall specify remit the date and amount of prepayment and whether specified in the prepayment is notice to an account designated by the Facility Agent by way of Tranche A Loans, Tranche B Loans wire transfer or Tranche C Loans. Upon receipt of any such notice inter-bank transfer no later than 11:00 a.m. on the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount prepayment date specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by the payment of accrued and unpaid interestnotice.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with Section 2.10(b). (b) below) delivered to The Borrower shall notify the Administrative Agent no (or, in the case of prepayment of a Swingline Loan, the Swingline Lender) (which notice shall be made in writing by telecopy or electronic communication (e-mail) in the form of Exhibit 2.10 (a “Notice of Prepayment”)) of any prepayment hereunder (i) in the case of prepayment of a EurodollarSOFR Borrowing, not later than 1:00 P.M.11:00 a.m., New York, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing (other than Swingline Loans), not later than 11:00 a.m., New York, New York time, one Business Day prior to the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York, New York time on the date of the prepayment. Each such prepayment, which notice shall be irrevocable and shall specify the date prepayment date, Type and the principal amount of prepayment and whether the each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of Tranche A Loanstermination of the Total Commitment as contemplated by Section 2.08, Tranche B Loans then such notice of prepayment may be revoked if such notice of termination of the Total Commitment is revoked in accordance with Section 2.08. Each partial prepayment shall be in an aggregate amount not less than, and shall be an integral multiple of, the amounts shown below with respect to the applicable Type of Loan or Tranche C Loans. Upon Borrowing: EurodollarSOFR Borrowing $1,000,000 $3,000,000 Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders in writing of the contents thereof. If any such notice is giventhe Borrower fails to designate the Type of Borrowings to be prepaid, the amount specified in such notice partial prepayments shall be due applied first to the outstanding Swingline Loans until the outstanding principal amount of all Swingline Loans is repaid in full, then to the outstanding ABR Borrowings until the outstanding principal amount of all ABR Borrowings is repaid in full, and payable on then to the date specified thereinoutstanding principal amount of EurodollarSOFR Borrowings. Partial prepayments Each partial prepayment of Revolving Loans any Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans 44 Revolving Credit Facility included in the prepaid Borrowing in accordance with the Lenders’ Applicable Percentage of such Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.12.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with Section 2.10(b). (b) below) delivered to The Borrower shall notify the Administrative Agent no (or, in the case of prepayment of a Swingline Loan, the Swingline Lender) (which notice shall be made in writing by telecopy or electronic communication (e-mail) in the form of Exhibit 2.10 (a “Notice of Prepayment”)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 P.M.11:00 a.m., New York, New York City time, three Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing (other than Swingline Loans), not later than 11:00 a.m., New York, New York time, one Business Day prior to the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 11:00 a.m., New York, New York time on the date of the prepayment. Each such prepayment, which notice shall be irrevocable and shall specify the date prepayment date, Type and the principal amount of prepayment and whether the each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of Tranche A Loanstermination of the Total Commitment as contemplated by Section 2.08, Tranche B Loans then such notice of prepayment may be revoked if such notice of termination of the Total Commitment is revoked in accordance with Section 2.08. Each partial prepayment shall be in an aggregate amount not less than, and shall be an integral multiple of, the amounts shown below with respect to the applicable Type of Loan or Tranche C Loans. Upon Borrowing: Eurodollar Borrowing $ 1,000,000 $ 3,000,000 ABR Borrowing $ 1,000,000 $ 1,000,000 Swingline Loan $ 100,000 $ 1,000,000 41 Revolving Credit Facility Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders in writing of the contents thereof. If any such notice is giventhe Borrower fails to designate the Type of Borrowings to be prepaid, the amount specified in such notice partial prepayments shall be due applied first to the outstanding Swingline Loans until the outstanding principal amount of all Swingline Loans is repaid in full, then to the outstanding ABR Borrowings until the outstanding principal amount of all ABR Borrowings is repaid in full, and payable on then to the date specified thereinoutstanding principal amount of Eurodollar Borrowings. Partial prepayments Each partial prepayment of Revolving Loans any Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing in accordance with the Lenders’ Applicable Percentage of such Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.12.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with paragraph (b) belowof this Section. (b) delivered to The Borrower shall notify the Administrative Senior Facility Agent no (and, in the case of prepayment of a Swing Line Loan, the Swing Line Lender) by telephone (confirmed by e-mail or facsimile), e-mail or facsimile of any prepayment 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 Business Days before the date of prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swing Line Loan, not later than 12:00 noon, New York City time, on the date of such prepayment, which notice shall specify the date and amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in Each such notice shall be due irrevocable and payable on shall specify the prepayment date specified therein. Partial prepayments of Revolving Loans shall be in an aggregate and the principal amount of $5,000,000 each Borrowing or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall portion thereof to be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m.prepaid; provided, New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified eventfacilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Senior Facility Agent on or prior to the specified prepayment 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 Commitments as contemplated by Section 2.08, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08. Promptly following receipt of any such notice relating to a Borrowing, the Senior Facility 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.14.

Voluntary prepayment of Loans. (a) The At any time after the No-Call Period, the Borrower shall have the right at any time to prepay the Loans, except as provided below, without premium or penalty, on the following terms and from time to time prior to 4:00 P.M.conditions: (i) the Borrower shall give the Administrative Agent (x) not later than 12:00 Noon, New York City Time, on any time at least one Business Day, Day before the date of prepayment of such Borrower’s intent to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice ABR Loans and (subject to clause (by) below) delivered to the Administrative Agent no not later than 1:00 P.M.12:00 Noon, New York City time, on time at least three Business Days before the date of prepayment of such prepaymentBorrower’s intent to prepay Eurodollar Loans, notice of the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall specify the date and amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify transmit to each relevant Lender thereof. If any such notice is given, of the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments Lenders; (ii) each prepayment of Revolving Loans shall be the lesser of (x) the total amount outstanding for each Loan and (y) the Minimum Borrowing Amount, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the relevant Borrower shall have no force or effect; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing, shall be applied pro rata among the Lenders which made such Loans; (iv) optional prepayments of Loans shall be applied to such installments of the Scheduled Repayments as the Borrower shall direct, and (v) all prepayments made pursuant to this Section 2.08 shall be made in the Applicable Prepayment Amount plus accrued and unpaid interest thereon, provided that notwithstanding the foregoing, if a Change of Control shall occur at any time during the No-Call Period, the Borrower may, no later than 30 days after the applicable Change of Control Date and on the same notice provision as set forth above (provided that any notice of prepayment given prior to the Change of Control Date may be conditioned upon the Change of Control Date occurring), prepay all (but not less than all) outstanding Loans at such time in an amount equal to 105% of the aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline such Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by the payment of plus accrued and unpaid interestinterest thereon.

Voluntary prepayment of Loans. (a) The Borrower shall have may, if it gives the right at Lender not less than ten (10) Business Days’ prior written notice, prepay all or any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium portion of any kind, in whole or in part, upon irrevocable the Loan. Any notice (subject to clause (b) below) delivered of prepayment given to the Administrative Agent no later than 1:00 P.M., New York City time, on the date of such prepayment, which notice Lender under this Section 7 shall be irrevocable and shall specify the prepayment date and amount of prepayment and whether the prepayment is of Tranche A Loans, Tranche B Loans or Tranche C Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of $5,000,000 the Loan or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall portion thereof to be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m.prepaid; provided, New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower to this Section 7.2(a) may state that such notice is conditioned upon the consummation of an acquisition or sale transaction or upon the effectiveness of any other credit facilities facility(ies) or the receipt closing of any securities offering (provided the proceeds from the issuance of other indebtedness such credit facilit(ies) or any other specified eventoffering are to be applied to such prepayment), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent Lender on or prior to the specified prepayment effective date) if such condition is not satisfied. Each . (b) The Loan (or any portion thereof) may only be so prepaid if the prepayment is made together with a prepayment fee (the “Prepayment Fee”) payable by the Borrower to the Lender, which shall be equal to the higher of (i) zero or (ii) the present value of all future Interest payments that would have been paid (but will not be paid due to such prepayment) following the prepayment date and until (and including) the Maturity Date (it will be assumed, for that purpose, that the Contract Interest Rate applicable on the prepayment date would have not been changed through the Maturity Date) discounted by a discount rate equal to the sum of: (x) Term SOFR (as applicable on the prepayment date) plus (y) two percent (2.0%). (c) Any prepayment of a Borrowing the Loan or any portion thereof shall be applied ratably to the Loans included in the prepaid Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by the payment of made together with (i) accrued and unpaid interestinterest on the principal amount prepaid, (ii) any other Unpaid Sum, (iii) any Prepayment Fee and (iv) any amounts owed pursuant to Section 10(b) as a result of such prepayment on a date other than the last day of an Interest Period. (d) Except as set forth in the immediately following sentence, upon the occurrence of a Prepayment Fee Event, the Borrower shall pay to the Lender an amount equal to the Prepayment Fee. The parties hereto acknowledge and agree that the Prepayment Fee referred to in the immediately preceding sentence (i) is additional consideration for providing the Loan, (ii) constitutes reasonable liquidated damages to compensate the Lender for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an early prepayment of the Loan (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Loan might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the date hereof), and (iii) is not a penalty to punish the Borrower for its early prepayment of the Loan or for the occurrence of any Event of Default or any other Prepayment Fee Event, as the case may be. The Borrower expressly acknowledges that its agreement to pay the Prepayment Fee to the Lender as herein described is a material inducement to the Lender to enter into this Agreement.

Voluntary prepayment of Loans. (a) The Borrower shall have the right at any time and from time to time prior to 4:00 P.M., New York City Time, on any Business Day, to prepay any Borrowing without penalty or premium of any kind, in whole or in part, upon irrevocable notice (subject to clause prior notice in accordance with Section 2.10(b). (b) below) delivered to The Borrower shall notify the Administrative Agent no (which notice shall be made in writing by telecopy or electronic communication (e-mail) in the form of Exhibit 2.10 (a “Notice of Prepayment”)) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 1:00 P.M.11:00 a.m., New York, New York City time, on three Business Days before the date of prepayment or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York, New York time, one Business Day prior to the date of prepayment. Each such prepayment, which notice shall be irrevocable and shall specify the date prepayment date, Type and the principal amount of prepayment and whether the each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of Tranche A Loanstermination of the Total Commitment as contemplated by Section 2.08, Tranche B Loans then such notice of prepayment may be revoked if such notice of termination of the Total Commitment is revoked in accordance with Section 2.08. Each partial prepayment shall be in an aggregate amount not less than, and shall be an integral multiple of, the amounts shown below with respect to the applicable Type of Loan or Tranche C Loans. Upon Borrowing: Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders in writing of the contents thereof. If any such notice is giventhe Borrower fails to designate the Type of Borrowings to be prepaid, the amount specified in such notice partial prepayments shall be due applied first to the outstanding ABR Borrowings until the outstanding principal amount of all ABR Borrowings is repaid in full, and payable on then to the date specified thereinoutstanding principal amount of Eurodollar Borrowings. Partial prepayments Each partial prepayment of Revolving Loans any Borrowing shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 that would be permitted in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Interest will accrue on such amount being prepaid until the next business day if such payment is received after 4:00 p.m., New York City time. (b) Each notice of prepayment shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation case of an acquisition or sale transaction or upon advance of a Borrowing of the effectiveness of other credit facilities or the receipt of proceeds from the issuance of other indebtedness or any other specified event, same Type as provided in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfiedSection 2.02. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing in accordance with the Lenders’ Applicable Percentage of such Borrowing; provided that any outstanding Swingline Loans shall be repaid prior to the prepayment of any Revolving Loans. Prepayments shall be accompanied by accrued interest to the payment of accrued and unpaid interestextent required by Section 2.12.