Common use of Voluntary Prepayments of Committed Loans Clause in Contracts

Voluntary Prepayments of Committed Loans. (i) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit Facility. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate ABR Committed Loans; (ii) any prepayment of LIBO Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate ABR Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Eurodollar Rate LoansLoans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each Each such prepayment shall be applied to the Revolving Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate ABR Committed Loans; (ii) any prepayment of LIBO Eurodollar Rate Loans shall be in a principal amount of One Million and 00/100 Dollars ($1,000,000 1,000,000) or a whole multiple of One Million and 00/100 Dollars ($1,000,000 1,000,000) in excess thereof; and (iii) any prepayment of Base Rate ABR Committed Loans shall be in a principal amount of Five Hundred Thousand and 00/100 Dollars ($500,000 500,000) or a whole multiple of One Hundred Thousand and 00/100 Dollars ($100,000 100,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Eurodollar Rate LoansLoans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each Each such prepayment shall be applied to the Revolving Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Rate Term SOFR Loans and (B) on the date of prepayment of Base Rate ABR Committed Loans; (ii) any prepayment of LIBO Rate Term SOFR Loans shall be in a principal amount of One Million and 00/100 Dollars ($1,000,000 1,000,000) or a whole multiple of One Million and 00/100 Dollars ($1,000,000 1,000,000) in excess thereof; and (iii) any prepayment of Base Rate ABR Committed Loans shall be in a principal amount of Five Hundred Thousand and 00/100 Dollars ($500,000 500,000) or a whole multiple of One Hundred Thousand and 00/100 Dollars ($100,000 100,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Rate LoansTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each Each such prepayment shall be applied to the Revolving Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBO Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each Each such prepayment shall be applied to the Revolving Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBO Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Rate LoansEurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each Each such prepayment shall be applied to the Revolving Committed Loans of the Lenders in accordance with their respective Applicable Percentages Pro Rata Shares. No optional prepayment of the Revolving Credit Facility. (ii) FILO Committed Loans denominated in an Alternative Currency may not be prepaid in whole or in part prior to made other than on the last day of the FILO Draw applicable Interest Period in which for such FILO Loans were advancedCommitted Loans, unless the Lenders consent thereto.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Tranche X-0 Xxxx Xxxxx, Xxxxxxx X-0 Xxxx Loans, if any, Tranche B Term Loans or Revolving Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (A) three (3) one Business Days Day prior to any date of prepayment of LIBO Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Rate Loans, the Interest Period(s) of such Loansprepaid. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment prepayment of a LIBO Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject Any voluntary prepayment of the Term Loans pursuant to this Section 2.17, each such prepayment 2.08(a) shall be applied to prepay the Revolving Tranche A-1 Term Loans, the Tranche A-2 Term Loans, if any, and the Tranche B Term Loans of the Lenders on a pro rata basis (in accordance with their the respective Applicable Percentages outstanding principal amounts thereof) and shall be applied to reduce the scheduled installments of principal of the Revolving Credit FacilityTranche A-1 Term Loans, the Tranche A-2 Term Loans, if any, and Tranche B Term Loans set forth in Sections 2.10(a), (b) and (c), respectively, in forward chronological order. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers may, upon irrevocable notice from the Lead Borrower to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three threetwo (332) Business Days prior to any date of prepayment of LIBO Rate RateTerm SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate RateTerm SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate RateTerm SOFR Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Rateany Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit Facility. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBO Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Eurodollar Rate LoansLoans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if any such prepayment is to be made in connection with a termination of this Agreement and with the proceeds of another transaction, then such prepayment may be contingent upon the closing of such other transaction. Any prepayment of a LIBO Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each Each such prepayment shall be applied to the Revolving Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBO Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Rate LoansEurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each Each such prepayment shall be applied to the Revolving Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Each Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBO Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $500,000 in excess thereof; and (iiiiv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Rate LoansEurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each Each such prepayment shall be applied to the Revolving Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice delivery of a Notice of Loan Prepayment from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) three (3) two Business Days prior to any the requested date of prepayment of LIBO Rate Loans and Term SOFR Loans, (B) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of prepayment of Alternative Currency Loans, (C) on the requested date of prepayment of Base Rate Committed Loans; , (iiD) any prepayment of LIBO Rate Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and , (iiiE) any prepayment of Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of $1,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof, (F) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, and (G) any prepayment of the entire Term Loan shall be applied ratably to the remaining principal amount thereof then outstandingamortization payments (excluding the final payment due on the Maturity Date). Each such notice shall specify the date and amount and currency of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Term SOFR Loans or Alternative Currency Term Rate LoansLoans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan and any Alternative Currency Loans, any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Revolving applicable Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBO Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Eurodollar Rate LoansLoans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each Each such prepayment shall be applied to the Revolving Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Each Borrower may, prior to 1:00 p.m. (New York City time), upon irrevocable at least three Business Days' notice from the Lead Borrower to the Administrative AgentAgent in the case of Eurodollar Committed Loans, at any time or from time and prior to time voluntarily 10:00 a.m. (New York City time), upon same Business Day notice in the case of Base Rate Committed Loans, ratably prepay Revolving Loans Committed Loans, in whole or in part without premium or penalty; providedpart, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate Loans shall be in a principal amount amounts of $1,000,000 5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof; and . (iiiii) Each Borrower may at any prepayment of Base time prepay Swingline Loans (other than Swingline Loans maintained as Negotiated Rate Loans shall be Loans), in a principal amount whole or in part, in minimum amounts of $500,000 100,000 or a whole an integral multiple of $100,000 50,000 in excess thereof orthereof; provided, in each casehowever, if less, that notice of such prepayment shall be required to be delivered to the entire principal amount thereof then outstanding. Each Agent and the Swingline Bank by 1:00 p.m. (New York City time) on the date of such prepayment. (b) Any notice of prepayment delivered pursuant to this Section 2.09 shall specify the date and amount of such prepayment and the Type(s) type of Loans to be prepaid andprepaid, if LIBO including in the case of Committed Loans whether such prepayment is of Base Rate Loans, Committed Loans or Eurodollar Committed Loans or any combination thereof and in the Interest Period(s) case of any Swingline Loan whether such Loansprepayment is of a Base Rate Loan or an IBOR Loan or any combination thereof. The Administrative Each such notice shall be irrevocable by the relevant Borrower and the Agent will promptly notify each Revolving Lender of its receipt of each such notice, Bank thereof and of the amount of such Lender’s Applicable Bank's Commitment Percentage of such prepayment, if applicable. If such notice is given by the Lead a Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate Loan shall be accompanied by all , together with accrued interest to each such date on the amount prepaidprepaid and the amounts, together with any additional amounts if any, required pursuant to Section 3.05. Subject to Section 2.17, each 4.04; provided that interest shall be paid in connection with any such prepayment shall be applied to of Base Rate Committed Loans (other than a prepayment in full) on the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit Facilitynext occurring Interest Payment Date. (iic) FILO Bid Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advancedvoluntarily prepaid.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice delivery of a Notice of Loan Prepayment from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 10:00 a.m. (A) three (3) Business Days prior to any the requested date of prepayment of LIBO Committed Loans that are Eurocurrency Rate Loans and denominated in Dollars, (B) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to the requested date of prepayment of Committed Loans that are Eurocurrency Rate Loans denominated in Alternative Currencies, (C) on the requested date of prepayment of Base Rate Committed Loans; (ii) any . Any prepayment of LIBO Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; thereof and (iiiD) any prepayment of Base Rate Loans the Term Loan shall be in a applied ratably to the remaining principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, amortization payments (excluding the entire principal amount thereof then outstandingfinal payment due on the Maturity Date). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Eurocurrency Rate LoansLoans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Revolving applicable Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers Borrower may, upon irrevocable notice from the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Committed Loans in whole or in part without premium or penalty; provided, provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of LIBO Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of LIBO Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if LIBO Eurodollar Rate LoansLoans are to be prepaid, the Interest Period(s) of such Committed Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each Each such prepayment shall be applied to the Revolving Committed Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit FacilityPercentages. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.

Voluntary Prepayments of Committed Loans. (i) The Borrowers may, upon irrevocable notice from to the Lead Borrower Administrative Agent pursuant toand delivery to the Administrative Agent of a Notice of Loan Prepaymentprepayment notice in form and substance reasonably satisfactory to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided, that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three two (32) Business Days prior to any date of prepayment of LIBO Rate Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of LIBO Rate Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if LIBO Rate Term SOFR Loans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Lead Borrower, the theThe Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a LIBO Rate any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages of the Revolving Credit Facility. (ii) FILO Loans may not be prepaid in whole or in part prior to the last day of the FILO Draw Period in which such FILO Loans were advanced.