Common use of Voluntary Prepayments of Loans Clause in Contracts

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Class.

Voluntary Prepayments of Loans. (i) Revolving Loans may be borrowed, repaid and prepaid, and reborrowed, in each case without premium or penalty and otherwise on the terms and conditions set forth in this Agreement. (ii) The Borrower may, upon notice from the Borrower to the Administrative AgentAgent pursuant to a Prepayment Notice, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penaltypart; provided that (i) the Borrower shall pay each Lender its Applicable Percentage of the Early Termination Premium, if applicable, on the amount prepaid concurrently with such prepayment, (ii) such notice must be received by the Administrative Agent not later than 1:00 2:00 p.m. Eastern time three (A3) three Business Days prior to any such date of prepayment, (iii) any prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Term Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 500,000 in excess thereof (thereof; or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments made with a commensurate pro rata reduction of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsRevolving Credit Commitment in accordance with Section 2.04. Each such notice shall specify the date and amount of such prepayment and of the Class and Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Term Loan shall be accompanied by the applicable Early Termination Premium, all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Class3.04.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans and the Term Loans of any Class Loan in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any such 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, if less, the entire principal amount thereof then outstanding) and (iv) any such prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment Loan shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity ratably to the all then remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsthereunder. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is a prepayment of the Revolving Loans or the Term Loan and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a 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 to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Term Base Rate Loans of any Class in whole or in part without premium or penalty, and (B) subject to Section 3.05 hereof, voluntarily prepay Eurodollar Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that (i1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (Ax) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (By) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii2) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv3) 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, if less, the entire principal amount thereof then outstanding); and (4) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment Loan shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity ratably to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Committed Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such Classnotice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Voluntary Prepayments of Loans. (a) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class Loans, in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to the last sentence of this Section 2.05(a), the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower, and subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages Percentages. Each notice delivered by the Borrower pursuant to this Section 2.05 shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned on the occurrence of a refinancing of all or any portion of the Loans or the occurrence of any other event which would have provided the cash proceeds for such Classprepayment, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified closing date of such refinancing or other such event) if such condition is not satisfied.

Voluntary Prepayments of Loans. The (i) Each Borrower may, upon notice from the Borrower Company to the Administrative Agent in such form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A1) three two Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) three 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 (B3) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar 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 (or, if less, the entire principal amount thereof then outstanding); (iiiC) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 (or its Alternative Currency Equivalent) or a whole multiple of $1,000,000 (or its Alternative Currency Equivalent) in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a 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. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, subject in which case such notice may be revoked by the Borrower (by notice to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest Administrative Agent on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied or prior to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for specified effective date) if such Classcondition is not satisfied.

Voluntary Prepayments of Loans. (i) The Borrower mayshall have the right to prepay the Loans, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part at any time and from time to time, without premium or penalty; provided that penalty (except as set forth in Section 3.05), on the following terms and conditions: (i) such notice must be received by the Borrower shall give the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date 12:00 Noon at the Administrative Agent’s Office at least three (3) Business Day’s prior written notice of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate its intent to prepay Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such which notice shall specify the date and amount of such prepayment and the Class and Type(s) Types of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, and which the Interest Period(s) Administrative Agent shall promptly notify the Lenders of such Loans. The Administrative Agent will promptly notify notice of prepayment, (ii) each Lender partial prepayment of its receipt Term Loans pursuant to this Section 2.05(a) shall be in an aggregate principal amount of each at least $5,000,000 (or such notice, and lesser amount as is acceptable to the Required Lenders in respect of the amount Term Loans in any given case), (iii) each prepayment pursuant to this Section 2.05(a) in respect of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice any Loans made pursuant to a Borrowing shall be due applied pro rata among such Loans and payable on the date specified therein, subject to the occurrence of any condition(s(iv) specified therein. Any each prepayment of a Eurodollar Rate Term Loans pursuant to this Section 2.05(a) shall reduce the then remaining Scheduled Term Loan Repayments in inverse order of maturity and shall be accompanied by all accrued interest on the principal amount prepaidprepaid through the date of prepayment. (ii) Notwithstanding anything herein to the contrary, together with the Borrower may rescind any additional amounts required pursuant to notice of prepayment under this Section 3.05. Subject to Section 2.15, each 2.05(a) if such prepayment shall be applied to would have resulted from the applicable Class refinancing of Loans being prepaid all or a portion of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassLoans, which refinancing shall not be consummated or shall otherwise be delayed.

Voluntary Prepayments of Loans. The Borrower may, upon notice delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Any notice of prepayment of Loans given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on one Business Day prior to the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a 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 to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Term Base Rate Loans of any Class in whole or in part without premium or penalty, and (B) subject to Section 3.05 hereof, voluntarily prepay Eurodollar Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that (i1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (Ax) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (By) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii2) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv3) 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, if less, the entire principal amount thereof then outstanding); and (4) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity ratably to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsLoans. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Committed Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such Classnotice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Voluntary Prepayments of Loans. The Borrower (i) Revolving Loans and Term Loan . Subject to the limitations set forth in this Section 2.05(a) , the Borrowers may, upon notice from the Borrower Borrowers to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans and the Term Loans of any Class Loan in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans LIBOR Loans, and (B) on one (1) Business Day prior to the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any such prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given delivered by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.05 . Subject Notwithstanding the foregoing, the Borrowers may not voluntarily prepay (i) any Loans that are LIBOR Loans unless such Loans are prepaid at the end of the applicable Interest Period or unless the Borrowers pay all breakage costs associated with such prepayment as provided in Section 3.05 hereof, and (ii) the Term Loan in part if the outstanding principal balance of the Term Loan, after giving effect to such prepayment, would be less than $3,000,000. (ii) Application of Voluntary Prepayments of Revolving Loans and Term Loan . Any voluntary prepayment of the Term Loan shall be applied ratably to the remaining principal amortization payments thereof. Prepayments of Revolving Loans pursuant to this Section 2.15, each 2.05(a) shall not reduce the total Revolving Commitments. Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. The Each Borrower may, upon notice from the Borrower GFI to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar 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 Loans; (ii) any such prepayment of Eurodollar Eurocurrency Rate Loans shall be denominated in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); , (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), and (iv) any prepayment of the Term Base Rate Loans shall be in such proportions as a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining entire principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsamount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerGFI, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. The (i) Revolving Loans and Term Loan. Subject to the limitations set forth in this Section 2.04(a), the Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or the Term Loans of any Class Loan in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans LIBOR Loans, and (B) on one (1) Business Day prior to the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any such prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given delivered by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15Notwithstanding the foregoing, each the Borrower may not voluntarily prepay (i) any Loans that are LIBOR Loans unless such prepayment shall be applied to Loans are prepaid at the applicable Class of Loans being prepaid end of the applicable Lenders Interest Period or unless the Borrower pays all breakage costs associated with such prepayment as provided in accordance with their respective Applicable Percentages for Section 3.05 hereof, and (ii) the Term Loan in part if the outstanding principal balance of the Term Loan, after giving effect to such Classprepayment, would be less than $25,000,000.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); ) and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Term Base Rate Loans of any Class in whole or in part without premium or penaltypenalty except as provided in Section 2.05(a)(iii), and (B) voluntarily prepay Eurodollar Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty except as provided Section 2.05(a)(iii) and Section 3.05 hereof; provided that (i1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (By) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii2) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv3) 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, if less, the entire principal amount thereof then outstanding); and (4) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity ratably to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsLoans. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Committed Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such Classnotice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Any prepayment made pursuant to this Section 2.05(a)(i) or Section 2.05(b)(v) of the Tranche B Term Loans as a result of a Repricing Event shall be accompanied by a prepayment fee, which shall initially be 1% of the aggregate principal amount prepaid and shall decline to 0% after the twelve-month anniversary of the Amendment Effective Date. Such amounts shall be due and payable to the Tranche B Lenders on the date of effectiveness of such Repricing Event.

Voluntary Prepayments of Loans. (a) The Borrower may, upon notice from shall have the Borrower to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans any of any Class its Borrowings in whole or in part without part, subject to prior notice in accordance with paragraph (b) of this Section and payment of a prepayment premium or penalty; provided that in accordance with paragraph (ic) such notice must be received by of this Section. (b) The Borrower shall notify the Administrative Agent by telecopy of any prepayment under clause (a) above not later than 1:00 p.m. 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (BCentral Time) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Borrowing, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and shall advise the Lenders of the contents thereof. Each partial prepayment pursuant to clause (a) above of any Borrowing shall be in an amount that would be permitted in the case of such Lender’s Applicable Percentage an advance of such prepaymenta Borrowing of the same Type as provided in Section 2.11 hereof. If such notice is given Each prepayment of a Borrowing shall be applied ratably to the Loans included in the applicable prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the Borrowerextent required by Section 2.12 hereof and by breakage costs to the extent required by Section 4.4 hereof. (c) Upon the voluntary prepayment of any Borrowing hereunder, the Borrower shall make pay a prepayment premium (the “Prepayment Premium”) equal to the percentage of the principal amount so prepaid set forth in the following table corresponding to the period during which such prepayment is made: Period Prepayment Premium After the Closing Date and the payment amount specified in such notice shall be due and payable on the date specified therein, subject or prior to the occurrence 1-year anniversary of any condition(s) specified therein. Any prepayment the Closing Date 3.0 % After the 1-year anniversary of a Eurodollar Rate Loan shall be accompanied by all accrued interest the Closing Date and on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied or prior to the applicable Class of Loans being prepaid 2-year anniversary of the applicable Lenders in accordance with their respective Applicable Percentages for such Class.Closing Date 2.0 % After the 2-year anniversary of the Closing Date and on or prior to the 3-year anniversary of the Closing Date 1.0 % After the 3-year anniversary of the Closing Date 0.0 %

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class or Revolving Credit 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 1:00 p.m. (A) 2:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on 2:00 p.m. one Business Day prior to the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if lessless than $1,000,000, the entire principal outstanding amount thereof then outstanding)of such Loans; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, notice and of the amount of such Lender’s Applicable Percentage share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.16. Subject to Section 2.15, each Each such prepayment shall be applied to prepay the Loans of the applicable Class of Loans being prepaid of the applicable Lenders on a pro rata basis in accordance with their the respective Applicable Percentages for amounts of such ClassClass of Loans held by each Lender. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 2.16), the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all outstanding Loans or from the consummation of a transaction, which refinancing or transactions shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Term Loans shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.05

Voluntary Prepayments of Loans. The Borrower Borrowers may, upon notice from the any Borrower to the Administrative AgentAgent in the form of a written Prepayment Notice, at any time or from time to time voluntarily prepay Term the Loans of any Class in whole or in part without premium (except as otherwise set forth below) or penalty; provided that (ix) such notice Prepayment Notice shall contain the information required by the immediately succeeding sentence and must be and received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (iiy) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiz) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $500,000 250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). The Borrowers may, upon notice from the Borrowers to the Administrative Agent in the form of a written Prepayment Notice, at any time or from time to time voluntarily prepay the Swing Line Loans in whole or in part without premium or penalty; provided that (i) such Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m. on the date of prepayment of Base Rate Loans; (ivii) any prepayment of the Term Loans shall be in such proportions as a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof (or, if less, the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining entire principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsamount thereof then outstanding). Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class and Type(s) and Revolving Credit Facility of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender under the applicable Revolving Credit Facility of its receipt of each such noticePrepayment Notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If The Borrower providing such notice is given by the Borrower, the Borrower Prepayment Notice shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to except that any such Prepayment Notice may state that such notice is conditioned upon the occurrence or non-occurrence of any condition(s) event specified thereintherein (including the effectiveness of other credit facilities), in which case such Prepayment Notice may be revoked by such Borrower on or prior to the date of prepayment if such condition is not satisfied. Any prepayment of a 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 to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the Lenders under the applicable Lenders Revolving Credit Facility (as determined by the Administrative Borrower) in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Incremental Term Loans of any Class or Revolving Credit 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 1:00 p.m. (A) 12:00 noon three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on 11:00 a.m. one Business Day prior to the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal outstanding amount thereof then outstanding)of such Loans; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, notice and of the amount of such Lender’s Applicable Percentage share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to prepay the Loans of the applicable Class of Loans being prepaid of the applicable Lenders on a pro rata basis in accordance with their the respective Applicable Percentages for amounts of such ClassClass of Loans held by each Lender. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 3.05), the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Incremental Term Loans shall be applied to the remaining scheduled installments of principal thereof as specified in the applicable Incremental Amendment.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans and Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for Percentages. The Borrower may, when making a prepayment of Term Loans, specify whether such Classprepayment should be applied to the Term A Loans, Term B Loans or Delayed Draw Term Loans. To the extent the Borrower specifies the prepayment to be made to the Delayed Draw Term Loans, such payments shall be made in direct order of maturity.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Term Base Rate Loans of any Class in whole or in part without premium or penalty, and (B) subject to Section 3.05 hereof, voluntarily prepay Eurodollar Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that (i1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (By) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii2) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv3) 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, if less, the entire principal amount thereof then outstanding); and (4) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity ratably to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsLoans. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Committed Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such Classnotice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans or LIBOR Index Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 100,000 or a whole multiple of $1,000,000 50,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans or LIBOR Index Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 50,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class or Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to clause (v) below; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) 2:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on 2:00 p.m. one Business Day prior to the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if lessless than $1,000,000, the entire principal outstanding amount thereof then outstanding)of such Loans; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, notice and of the amount of such Lender’s Applicable Percentage share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.16. Subject to Section 2.15, each Each such prepayment shall be applied to prepay the Loans of the applicable Class of the Lenders on a pro rata basis in accordance with the respective amounts of such Class of Loans held by each Lender. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 2.16), the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all outstanding Loans or from the consummation of a transaction, which refinancing or transactions shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Term Loans of any Class shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.05(c) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment. (v) In the event that, on or prior to the date that is six months after the Amendment No.1 Effective Date, the Borrower (x) makes any prepayment of Term-1 Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction (without any prepayment of Term-1 Loans), the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term-1 Lenders, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term-1 Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the applicable Lenders in accordance with their respective Applicable Percentages for Term-1 Loans outstanding immediately prior to such Classamendment.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Any notice of prepayment of Loans given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower (i) Revolving Loans and Term Loan . Subject to the limitations set forth in this Section 2.05(a) , the Borrowers may, upon notice from the Borrower Borrowers to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans and the Term Loans of any Class Loan in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 10:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans LIBOR Loans, and (B) on one (1) Business Day prior to the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any such prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given delivered by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.05 . Subject Notwithstanding the foregoing, the Borrowers may not voluntarily prepay (i) any Loans that are LIBOR Loans unless such Loans are prepaid at the end of the applicable Interest Period or unless the Borrowers pay all breakage costs associated with such prepayment as provided in Section 3.05 hereof, and (ii) the Term Loan in part if the outstanding principal balance of the Term Loan, after giving effect to such prepayment, would be less than $3,000,000. (ii) Application of Voluntary Prepayments of Revolving Loans and Term Loan . Any voluntary prepayment of the Term Loan shall be applied ratably to the remaining principal amortization payments thereof. Prepayments of Revolving Loans pursuant to this Section 2.15, each 2.05(a) shall not reduce the total Revolving Commitments. Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans or any Class of Term Loans of any Class in whole or in part without premium or penaltypenalty except as set forth in Section 2.05(d); provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) 12:00 noon three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on 11:00 a.m. one Business Day prior to the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in each case, if less, the entire principal outstanding amount thereof then outstanding)of such Loans; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); (iv) any prepayment outstanding of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsLoans. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, notice and of the amount of such Lender’s Applicable Percentage pro rata share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to prepay the Loans of the applicable Class of Loans being prepaid of on a pro rata basis to the applicable Lenders in accordance with their the respective Applicable Percentages for amounts of such ClassClass of Loans held by each applicable Lender. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 3.05), the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the applicable outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Term Loans shall be applied to the remaining scheduled installments of principal thereof as directed by the Borrower.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class Borrowing in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and, (2) four Business Days prior to any date of prepayment of XXXXX Loans or EURIBOR Loans and (B3) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Eurocurrency Rate Loans, XXXXX Loans or EURIBOR Loans shall be in a principal amount of $5,000,000 the Borrowing Minimum or a whole multiple of $1,000,000 the Borrowing Multiple in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $500,000 the Borrowing Multiple in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date date, amount and amount currency of such prepayment prepayment, and the Class and Type(s) of Loans to be prepaid andprepaid. Each such notice shall be irrevocable; provided that, if Eurodollar Rate Loans are to a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05, such notice of prepayment may be prepaid, the Interest Period(s) revoked if such notice of such Loanstermination is revoked in accordance with Section 2.05. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, a notice of prepayment and of the amount of such Lender’s Applicable Percentage ratable portion of the Loans included in such prepayment. If such notice is given by the Borrower, unless such notice is revoked as provided above, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 3.05. Subject to Section 2.15, each such prepayment 2.04(a) shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders as set forth in accordance with their respective Applicable Percentages for such ClassSection 2.04(c).

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. Term (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and Term SOFR Loans, (B) on the date of prepayment of Base Rate Loans and (C) one Business Day prior to any date of prepayment of Fixed Rate Loans; (ii) any such prepayment of Eurodollar Term SOFR Loans or Fixed Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Term SOFR Loans or Fixed Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Term SOFR Loan or Fixed Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Class.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the 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 Term Loans of any Class in whole or in part without premium or penalty; provided provided, in each case, that (ix) such notice must be in a form reasonably acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower and be received by the Administrative Agent not later than 1:00 p.m. (A) three 1:00 p.m. two (2) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B) 1:00 p.m. on the date of prepayment of Base Rate Loans; (iiy) any such prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiz) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify (1) the date and amount of such prepayment and prepayment, (2) the Class and Loans to be prepaid, (3) the Type(s) of Loans to be prepaid andprepaid, and (4) if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such LenderXxxxxx’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Term Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. The Borrower Borrowers may, upon written notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans A Loan (subject to the last sentence of any Class this Section 2.05(a)) in whole or in part without premium or penaltypart; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) 11:00 a.m. three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) and any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment A Loan shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of in their inverse order and (B) such prepayment must be accompanied by the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsPrepayment Premium. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages. Borrowers may not prepay the Term B Loans, in whole or in part, so long as any principal balance of the Term A Loans remain outstanding, without the prior written consent of the Term A Lenders, which consent may be withheld or conditioned in the sole discretion of the Term A Lenders.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans of any Class in whole or in part without premium or penaltypenalty other than as set forth in Section 2.05(a)(iii); provided that that, unless otherwise agreed by the Administrative Agent, (iA) such notice must Notice of Loan Prepayment shall be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and Term SOFR Loans, (B2) on the date of prepayment of Base Rate Loans and (3) five Business Days prior to any date of prepayment of RFR Loans; (iiB) any such prepayment of Eurodollar Rate Term SOFR Loans or RFR Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (ivD) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, (and absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments in direct order of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsmaturity). Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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. Any prepayment of an RFR Loan shall be accompanied by any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for Percentages. (ii) Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this Section 2.05(a) if such Classprepayment is conditioned on the consummation of another transaction, which transaction shall not be consummated or otherwise shall be delayed (provided any such rescission or postponement shall be subject to Section 3.05). (iii) Any prepayment made on or after the Closing Date pursuant to Sections 2.05(a) or Section 2.05(c)(ii) of the Tranche B Term Loans as a result of a Repricing Transaction shall be accompanied by a prepayment fee, which shall initially be 1% of the aggregate principal amount prepaid and shall decline to 0% on and after the six-month anniversary of the Closing Date

Voluntary Prepayments of Loans. The Borrower mayshall not have the right to prepay the Loans prior to the Initial Maturity Date. In the event that the Initial Maturity Date is extended by the Borrower’s delivery to the Administrative Agent of the Extension Regulatory Approval Notice, the Borrower shall not have the right to prepay the Loans until (and including) September 20, 2006. After September 20, 2006, the Borrower will have the right, upon at least three (3) Business Days’ notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided the Loans, provided, however, that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of each partial prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal the aggregate amount of $5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof and (or, if less, the entire principal amount thereof then outstanding); (iiiii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity pay to the remaining principal amortization payments Administrative Agent for the ratable benefit of the applicable Term Loan; and (v) any such notice may be conditioned on Lenders a prepayment premium equal to the effectiveness of other financing arrangements or one or more other transactionsApplicable Prepayment Premium. Each such notice of prepayment delivered pursuant to this Section 2.04 shall specify the date and amount of prepayment and whether such prepayment and the Class and Type(s) is of Eurodollar Rate Loans, Alternate Base Rate Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidin each case of a combination thereof, the Interest Period(s) of such Loansamount allocable to each. The Administrative Agent will agrees promptly to notify each Lender the Lenders of its receipt any notice of each such notice, and prepayment received by the Administrative Agent. Each prepayment of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject Loans pursuant to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan this Section 2.04 shall be accompanied by all payment in full of, with respect to Eurodollar Rate Loans, accrued and unpaid interest to such date on the amount prepaid, together with any additional amounts required owing pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied 8.04(c) and any outstanding fees and expenses due and owing with respect to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Classamount prepaid.

Voluntary Prepayments of Loans. (a) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class Loans, in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to the last sentence of this Section 2.05(a), the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.05 (a) shall be applied to the principal repayment installments thereof as directed by the Borrower, and subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages Percentages. Each notice delivered by the Borrower pursuant to this Section 2.05 shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned on the occurrence of a refinancing of all or any portion of the Loans or the occurrence of any other event which would have provided the cash proceeds for such Classprepayment, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified closing date of such refinancing or other such event) if such condition is not satisfied.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans or Term SOFR Daily Floating Rate Loans; (iiB) any such prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 100,000 or a whole multiple of $1,000,000 50,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans or Term SOFR Daily Floating Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 50,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower (i) Revolving Loans. Subject to the limitations set forth in this Section 2.05(a), the Borrowers may, upon notice from the Borrower Representative to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; , provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three [***] U.S. Government Securities Business Days prior to any date of prepayment of Eurodollar Rate Loans Term SOFR Loans, and (B) on [***] Business Day prior to the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. [***] Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such LenderXxxxxx’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given delivered by the BorrowerBorrower Representative, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject unless such notice is made in connection with the prepayment in full of all Loans and the termination of all commitments under this Agreement, in which case no prepayment shall be required hereunder if the condition to the occurrence of any condition(s) specified thereinsuch commitment termination is not satisfied as contemplated by Section 2.06. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15Notwithstanding the foregoing, each the Borrowers may not voluntarily prepay any Loans that are Term SOFR Loans unless such prepayment shall be applied to Loans are prepaid at the applicable Class of Loans being prepaid end of the applicable Lenders Interest Period or unless the Borrowers pay all breakage costs associated with such prepayment as provided in accordance with their respective Applicable Percentages for such ClassSection 3.05 hereof.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Any notice of prepayment of Loans given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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 EachSubject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Each Borrower may, upon notice from the Borrower Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A1) three two Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) three 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 (B3) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar 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 (or, if less, the entire principal amount thereof then outstanding); (iiiC) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 (or its Alternative Currency Equivalent) or a whole multiple of $1,000,000 (or its Alternative Currency Equivalent) in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower may, upon notice delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, subject if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Each prepayment of Loans pursuant to this Section 2.05(a) shall be applied to the occurrence remaining principal installments of any condition(s) specified thereinthe Loans in direct order of maturity. Any prepayment of a Eurodollar 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 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time (x) voluntarily prepay Term Base Rate Loans of any Class in whole or in part without premium or penalty, and (y) voluntarily prepay Eurodollar Rate Loans in whole or in part, provided that any such prepayment of a Eurodollar Rate Loan shall be subject to Section 3.05 hereof and shall be without premium or penalty only if made on the last day of the applicable Interest Period; provided further that (i) such notice must be received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a 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 to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice delivery of a Prepayment Notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice Prepayment Notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticePrepayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice Prepayment Notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice Prepayment Notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for Percentages. Subject to the foregoing terms, amounts prepaid under this Section 2.05(a) shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such Classvoluntary prepayment shall be applied (in direct order of remaining amortization installments, if any), and first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class or Revolving Credit 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 1:00 p.m. (A) 12:00 noon three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on 11:00 a.m. one Business Day prior to the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal outstanding amount thereof then outstanding)of such Loans; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, notice and of the amount of such Lender’s Applicable Percentage share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to prepay the Loans of the applicable Class of Loans being prepaid of the applicable Lenders on a pro rata basis in accordance with their the respective Applicable Percentages for amounts of such ClassClass of Loans held by each Lender. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement (but subject to Section 3.05), the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all outstanding Loans, which refinancing shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Term Loans shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.07(c) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the 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 Term the Loans of any Class in whole or in part without premium or penalty; provided that that, unless otherwise agreed by the Administrative Agent, (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three one Business Days Day prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (ivC) 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, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of the Term Loans shall be in such proportions as applied to the Borrower shall elect and each such prepayment shall be applied as directed Loans selected by the Borrower and, absent such direction, shall be applied in direct order of maturity and ratably to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsLoans. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class Borrowing in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A1) three two Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 the Borrowing Minimum or a whole multiple of $1,000,000 the Borrowing Multiple in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $500,000 the Borrowing Multiple in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date date, amount and amount currency of such prepayment prepayment, and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are prepaid. Notwithstanding anything to be prepaidthe contrary contained in this Agreement, the Interest Period(sBorrower may revoke (or delay the date of prepayment identified in) any notice of prepayment under this Section 2.04(a) if such Loansprepayment would have resulted from a refinancing of all or a portion of the Term Facility or other transaction or conditional event, which refinancing or other transaction or conditional event shall not be consummated or shall otherwise be delayed. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, a notice of prepayment and of the amount of such Lender’s Applicable Percentage ratable portion of the Loans included in such prepayment. If such notice is given by the Borrower, unless such notice is revoked or delayed as provided above, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to this Section 3.05. Subject to Section 2.15, each such prepayment 2.04(a) shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders as set forth in accordance with their respective Applicable Percentages for such ClassSection 2.04(c).

Voluntary Prepayments of Loans. The Any Borrower may, upon notice from the such Borrower to the Administrative AgentLender, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent Lender not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans denominated in Dollars, (2) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (B3) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Term SOFR Loans or Alternative Currency Loans shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 50,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 50,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) and currencies of Loans to be prepaid and, if Eurodollar Term SOFR Rate or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate any Term SOFR Loan or Alternative Currency Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Class.

Voluntary Prepayments of Loans. The Borrower Borrowers may, upon notice from the any Borrower to the Administrative AgentAgent in the form of a written Prepayment Notice, at any time or from time to time voluntarily prepay Term the Loans of any Class in whole or in part without premium (except as otherwise set forth below) or penalty; provided that (ix) such notice Prepayment Notice shall contain the information required by the immediately succeeding sentence and must be and received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Term SOFR Loans, and (B) on the date of prepayment of Base Rate Loans; (iiy) any such prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiz) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $500,000 250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). The Borrowers may, upon notice from the Borrowers to the Administrative Agent in the form of a written Prepayment Notice, at any time or from time to time voluntarily prepay the Swing Line Loans in whole or in part without premium or penalty; provided that (i) such Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m. on the date of prepayment of Base Rate Loans; (ivii) any prepayment of the Term Loans shall be in such proportions as a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof (or, if less, the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining entire principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsamount thereof then outstanding). Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class and Type(s) and Revolving Credit Facility of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender under the applicable Revolving Credit Facility of its receipt of each such noticePrepayment Notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If The Borrower providing such notice is given by the Borrower, the Borrower Prepayment Notice shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to except that any such Prepayment Notice may state that such notice is conditioned upon the occurrence or non-occurrence of any condition(s) event specified thereintherein (including the effectiveness of other credit facilities), in which case such Prepayment Notice may be revoked by such Borrower on or prior to the date of prepayment if such condition is not satisfied. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the Lenders under the applicable Lenders Revolving Credit Facility (as determined by the Administrative Borrower) in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. The (i) Each Borrower may, upon notice from the Borrower Company to the Administrative Agent in such form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A1) three two Business Days prior to any date of prepayment of Eurodollar SOFR Rate Loans or Eurocurrency Rate Loans (other than Eurocurrency Rate Loans denominated in DollarsYen), (2) three 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 (B3)Yen, (3) five Business Days in the case of prepayment of XXXXX Rate Loans, and (4) on the date of prepayment of Base Rate Loans or Floating Eurocurrency Rate Loans; (iiB) any such prepayment of Eurodollar EurocurrencySONIA Rate Loans denominated in Dollarsor SOFR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iiiC) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 (or its Alternative Currency Equivalent) or a whole multiple of $1,000,000 (or its Alternative Currency Equivalent) in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of Base Rate Loans or Floating Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans or SOFR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a 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. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, subject in which case such notice may be revoked by the Borrower (by notice to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest Administrative Agent on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied or prior to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for specified effective date) if such Classcondition is not satisfied.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time (i) voluntarily prepay Term Base Rate Loans of any Class in whole or in part without premium or penalty, and (ii) subject to Section 3.5 hereof, voluntarily prepay Eurodollar Rate 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 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in . Any such proportions as the Borrower shall elect and each such voluntary prepayment shall be applied to the outstanding Loans as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionselect. Each such notice of a voluntary prepayment pursuant to this Section 2.4(a) shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.15As among the applicable Lenders, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. The (i) Each Borrower may, upon notice from the Borrower Company to the Administrative Agent in such form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A1) three two Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) three 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 (B3) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar 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 (or, if less, the entire principal amount thereof then outstanding); (iiiC) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 (or its Alternative Currency Equivalent) or a whole multiple of $1,000,000 (or its Alternative Currency Equivalent) in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Class.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from shall have the Borrower to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class Borrowing in whole or in part without premium or penalty; provided that part, subject to prior notice in accordance with subparagraph (ia)(ii) of this Section. Any such notice must prepayment shall be received subject to Section 2.12 hereof and, in the case of any such prepayment made prior to the second anniversary of the Existing Credit Agreement Effective Date, shall be accompanied by the Administrative Agent not later than 1:00 p.m. a prepayment fee equal to (A) three Business Days in the event of a voluntary prepayment made prior to any date the first anniversary of prepayment the Existing Credit Agreement Effective Date, 2.00% of Eurodollar Rate Loans the aggregate principal amount of such prepayment, and (B) in the event of a voluntary prepayment made on or after the first anniversary of the Existing Credit Agreement Effective Date, but prior to the second anniversary of the Existing Credit Agreement Effective Date, 1.00% of the aggregate principal amount of the such prepayment. For the avoidance of doubt, any voluntary prepayment made by the Borrower pursuant to this paragraph (a) shall be applied ratably between Existing Term Loan Borrowings and Incremental Term Loan Borrowings. (ii) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or (B) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its Promptly following receipt of each any such notice, and the Administrative Agent shall advise the Lenders of the amount contents thereof. Each partial prepayment of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice any Eurodollar Borrowing shall be due and payable on in an amount that would be permitted in the date specified therein, subject to the occurrence case of any condition(s) specified thereina Eurodollar Borrowing as provided in Section 2.02. Any Each prepayment of a Eurodollar Rate Loan Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Classextent required by Section 2.09.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans or LIBOR Index Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 100,000 or a whole multiple of $1,000,000 50,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans or LIBOR Index Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 50,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid andprepaid, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans and whether the Revolving Loans to be prepaid are Revolving A Loans and/or Revolving B Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower Borrowers may, upon notice from the any Borrower to the Administrative AgentAgent in the form of a written Prepayment Notice, at any time or from time to time voluntarily prepay Term the Loans of any Class in whole or in part without premium (except as otherwise set forth below) or penalty; provided that (ix) such notice Prepayment Notice shall contain the information required by the immediately succeeding sentence and must be and received by the Administrative Agent not later than 1:00 12:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans RateTerm SOFR Loans, and (B) on the date of prepayment of Base Rate Loans; (iiy) any such prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiz) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $500,000 250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). The Borrowers may, upon notice from the Borrowers to the Administrative Agent in the form of a written Prepayment Notice, at any time or from time to time voluntarily prepay the Swing Line Loans in whole or in part without premium or penalty; provided that (i) such Prepayment Notice must be received by the Administrative Agent not later than 12:00 p.m. on the date of prepayment of Base Rate Loans; (ivii) any prepayment of the Term Loans shall be in such proportions as a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof (or, if less, the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining entire principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsamount thereof then outstanding). Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class and Type(s) and Revolving Credit Facility of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender under the applicable Revolving Credit Facility of its receipt of each such noticePrepayment Notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If The Borrower providing such notice is given by the Borrower, the Borrower Prepayment Notice shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to except that any such Prepayment Notice may state that such notice is conditioned upon the occurrence or non-occurrence of any condition(s) event specified thereintherein (including the effectiveness of other credit facilities), in which case such Prepayment Notice may be revoked by such Borrower on or prior to the date of prepayment if such condition is not satisfied. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the Lenders under the applicable Lenders Revolving Credit Facility (as determined by the Administrative Borrower) in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or the Term Loans of any Class Loan or a combination thereof in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (ivC) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment Loan shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity ratably to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionspayments. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other financing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied with such revocation subject to the occurrence of any condition(s) specified thereinSection 3.05. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower Southland may, upon not less than two (2) Business Days' prior written or telephonic notice from the Borrower confirmed promptly in writing to the Administrative AgentAgent (which notice the Administrative Agent shall promptly transmit by telegram, telex or telephone to each Senior Lender), at any time or and from time to time voluntarily time, prepay Term any Base Rate Loans of any Class in whole or in part part, without premium or penalty; provided , in an aggregate minimum amount of $5,000,000, PROVIDED, HOWEVER, that Southland may prepay such Loans in full without regard to such minimum amount. Eurodollar Rate Loans may be prepaid in whole or in part, without premium or penalty, on the expiration date of the Eurodollar Interest Period applicable thereto and otherwise only upon payment of the amounts described in SECTION 2.09(f). Southland shall have no right to prepay any principal amount of any Competitive Bid Loan unless, and then only on the terms, specified by Southland for such Competitive Bid Loan in the related Notice of Borrowing delivered pursuant to SECTION 2.03(b) and set forth in the Competitive Bid Note evidencing such Competitive Bid Loan (i) such or as otherwise agreed by the holder of the Competitive Bid Note). Any notice must be received by of prepayment given to the Administrative Agent not later than 1:00 p.m. (Aunder this SECTION 2.07(a) three Business Days prior to any shall specify the date of prepayment, the aggregate principal amount of the prepayment and the allocation of such amount among Base Rate Loans, Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Competitive Bid Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment . Voluntary prepayments of the Term Loans shall be applied to unpaid installments thereof in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of their maturity to (with a corresponding permanent reduction in the remaining Term Loan Commitment of each Senior Lender proportionately in accordance with its Pro Rata Share). Notice of prepayment having been delivered as provided herein, the principal amortization payments amount of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Classdate.

Voluntary Prepayments of Loans. (a) The Borrower may, upon notice from shall have the Borrower to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans any of any Class its Borrowings in whole or in part without premium or penalty; provided that part, subject to prior notice in accordance with paragraph (b) of this Section. (b) The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) by telecopy of any prepayment under clause (a) above: (i) such notice must be received by in the Administrative Agent case of prepayment of a Eurocurrency Borrowing, not later than 1:00 p.m. (A) 11:00 a.m., New York City time three Business Days prior to any before the date of prepayment, (ii) in the case of prepayment of an Adjusted Base Rate Borrowing, not later than 11:00 a.m., New York City time one Business Day before the date of prepayment or (iii) in the case of Eurodollar Rate Loans and (B) prepayment of a Swingline Loan, not later than 11:00 a.m., New York City time on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid. Promptly following receipt of any such notice relating to a Revolving Borrowing or a Term Borrowing, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and shall advise the Lenders of the amount contents thereof. Each partial prepayment pursuant to clause (a) above of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice any Revolving Borrowing or Term Borrowing shall be due and payable on in an amount that would be permitted in the date specified therein, subject to case of an advance of a Revolving Borrowing or Term Borrower of the occurrence of any condition(s) specified thereinsame Type as provided in Section 2.11 hereof. Any Each prepayment of a Eurodollar Rate Loan Revolving Borrowing or Term Borrower shall be applied ratably to the Loans included in the applicable prepaid Borrowing. Prepayments shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of extent required by Section 2.12 hereof and by breakage costs to the applicable Lenders in accordance with their respective Applicable Percentages for such Classextent required by Section 4.4 hereof.

Voluntary Prepayments of Loans. The Borrower maySubject to the to the requirements of this Section 2.05(a) and Section 2.09(b), upon notice from the Borrower delivery of a Notice of Loan Prepayment to the Administrative Agent, the Borrower may at any time or from time to time voluntarily prepay any Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except, in the case of any voluntary prepayment of any 2023 Term Loans, as to any Applicable Premium, as set forth in Section 2.09(b)); provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (ivD) any prepayment of the Term Loans shall be in such proportions as applied ratably to the Borrower shall elect Term Loans (and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity ratably to the remaining principal amortization payments of the applicable each Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions). Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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 2.152.14, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for in respect of the relevant Facilities. The Borrower may, upon notice to the Swing Line Lender pursuant to delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such Classnotice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $50,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Class.

Voluntary Prepayments of Loans. (a) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class Loans, in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (b) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower, and subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages Percentages. Each notice delivered by the Borrower pursuant to this Section 2.05 shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned on the occurrence of a refinancing of all or any portion of the Loans or the occurrence of any other event which would have provided the cash proceeds for such Classprepayment, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified closing date of such refinancing or other such event) if such condition is not satisfied.

Voluntary Prepayments of Loans. The Each Borrower may, upon notice from the Borrower GFI to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar 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 Loans; (ii) any such prepayment of Eurodollar Eurocurrency Rate Loans shall be denominated in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); , (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding), and (iv) any prepayment of the Term Base Rate Loans shall be in such proportions as a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining entire principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsamount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerGFI, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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 2.152.14, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPro Rata Shares.

Voluntary Prepayments of Loans. The (i) Each Borrower may, upon notice from the Borrower Company to the Administrative Agent in such form as may be reasonably approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be reasonably approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A1) three two Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) three 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 (B3) on the date of prepayment of Base Rate Loans or Floating Eurocurrency Rate Loans; (iiB) any such prepayment of Eurodollar 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 (or, if less, the entire principal amount thereof then outstanding); (iiiC) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 (or its Alternative Currency Equivalent) or a whole multiple of $1,000,000 (or its Alternative Currency Equivalent) in excess thereof (or, if less, the entire principal amount thereof then outstanding) and (D) any prepayment of Base Rate Loans or Floating Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Company, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a 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. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or another transaction, subject in which case such notice may be revoked by the Borrower (by notice to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest Administrative Agent on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied or prior to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for specified effective date) if such Classcondition is not satisfied.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from shall have the Borrower to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class Borrowing in whole or in part without premium or penalty; provided that part, subject to prior notice in accordance with subparagraph (ia)(ii) of this Section. Any such notice must prepayment shall be received subject to Section 2.12 hereof and, in the case of any such prepayment made prior to the second anniversary of the Effective Date, shall be accompanied by the Administrative Agent not later than 1:00 p.m. a prepayment fee equal to (A) three Business Days in the event of a voluntary prepayment made prior to any date the first anniversary of prepayment the Effective Date, 2.00% of Eurodollar Rate Loans the aggregate principal amount of such prepayment, and (B) in the event of a voluntary prepayment made on or after the first anniversary of the Effective Date, but prior to the second anniversary of the Effective Date, 1.00% of the aggregate principal amount of the such prepayment. (ii) The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (A) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, or (B) in the case of prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its Promptly following receipt of each any such notice, and the Administrative Agent shall advise the Lenders of the amount contents thereof. Each partial prepayment of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice any Eurodollar Borrowing shall be due and payable on in an amount that would be permitted in the date specified therein, subject to the occurrence case of any condition(s) specified thereina Eurodollar Borrowing as provided in Section 2.02. Any Each prepayment of a Eurodollar Rate Loan Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Classextent required by Section 2.09.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower delivery of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans or Term SOFR Daily Floating Rate Loans; (iiB) any such prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 100,000 or a whole multiple of $1,000,000 50,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans or Term SOFR Daily Floating Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 50,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans and whether the Revolving Loans to be prepaid are Revolving A Loans and/or Revolving B Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar 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 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower may, upon not less than one Business Day’s prior written or telephonic notice, in the case of Prime Rate Loans, and three Business Days’ prior written notice from or telephonic notice, in the Borrower case of LIBOR Rate Loans, in each case given to the Administrative AgentAgent by 12:00 noon on the date required and, if given by telephone, promptly confirmed in writing to the Agent (which original written or telephonic notice the Agent will promptly transmit by telefacsimile or telephone to each Lender), at any time or and from time to time voluntarily prepay any Term Loans of or Revolving Loans on any Class Business Day in whole or in part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal an aggregate minimum amount of $5,000,000 or a whole multiple 3,000,000 and in integral multiples of $1,000,000 in excess thereof (orof that amount; provided, if lesshowever, that any LIBOR Rate Loan may be prepaid on a day other than the expiration of the Interest Period applicable thereto, so long as the Borrower pays the amounts due pursuant to Section 4.7(b) caused by such prepayment. Notice of prepayment having been given as aforesaid, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 the Loans specified in excess thereof (or, if less, such notice shall become due and payable on the entire principal amount thereof then outstanding); (iv) any prepayment of the date specified therein. Any such voluntary prepayment shall be applied to Term Loans and/or Revolving Loans specified by the Borrower in the applicable notice of prepayment; provided that in the event the Borrower fails to specify the Loans to which any such prepayment shall be in such proportions as the Borrower shall elect and each applied, such prepayment shall be applied as directed by first, to repay outstanding Term Loans to the Borrower and, absent such direction, shall be applied full extent thereof in direct inverse order of maturity and second, to repay outstanding Revolving Loans to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such Classfull extent thereof.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from shall have the Borrower to the Administrative Agent, right at any time or and from time to time voluntarily time, without premium or penalty, except as set forth in Section 3.07 or Section 2.05(a)(ii), to prepay the Term Loans of any Class and the Revolving Credit Loans, in whole or in part without premium or penalty; provided part, with prior written notice to the Administrative Agent (provided, that if such notice is revoked prior to the date of prepayment, Borrower shall pay all costs and expenses incurred by Administrative Agent and the Lenders in connection with the notice of prepayment, including any amounts due under Section 3.07), substantially in the form attached as Exhibit A-4 (a “Notice of Prepayment”) not later than 11:00 a.m. (i) such notice must be received by on the Administrative Agent not later than 1:00 p.m. (A) three same Business Days prior to any date of Day as prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of each Base Rate Loans; Loan and (ii) any such at least three (3) U.S. Government Securities Business Days before prepayment of Eurodollar each SOFR Loan, specifying the date and amount of prepayment, whether the prepayment is of Daily Simple SOFR Loans, Term SOFR Loans or Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Partial prepayments shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii) any prepayment of Base Rate Loans shall be in a principal an aggregate amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (orwith respect to Base Rate Loans, if less, the entire principal amount $2,000,000 or a whole multiple of $1,000,000 in excess thereof then outstanding); (iv) any prepayment of the Term with respect to SOFR Loans . Each repayment shall be in such proportions as the Borrower shall elect and each such prepayment accompanied by any amount required to be paid pursuant to Section 3.07 hereof. A Notice of Prepayment received after 11:00 a.m. shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned deemed received on the effectiveness of other financing arrangements next Business Day or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid andU.S. Government Securities Business Day, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loansas applicable. The Administrative Agent will shall promptly notify each Lender of its receipt the applicable Lenders of each such noticeNotice of Prepayment. Notwithstanding the foregoing, and any Notice of Prepayment delivered in connection with any refinancing of all of the amount Loans with the proceeds of such Lender’s Applicable Percentage refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such prepayment. If refinancing or incurrence or occurrence of such notice is given other identifiable event or condition and may be revoked by the Borrower, Borrower in the event such contingency is not met; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.07. (ii) Any prepayment made pursuant to this Section 2.05(a) as a result of a Repricing Event shall make such be accompanied by a prepayment fee, which shall initially be one percent (1.00%) of the aggregate principal amount prepaid and shall decline to zero percent (0.00%) after the payment amount specified in such notice six-month anniversary of the Closing Date. Such amounts shall be due and payable to the Tranche B Lenders on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment effectiveness of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassRepricing Event.

Voluntary Prepayments of Loans. The Borrower Borrowers may, upon notice from the Borrower Borrowers to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans and the Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); , (ivD) any prepayment of the Term A-1 Loans shall be in such proportions as applied ratably to the Borrower shall elect and each such Scheduled Term Loan A-1 Principal Payments, (E) any prepayment of the Term A-2 Loans shall be applied as directed by ratably to the Borrower and, absent such direction, Scheduled Term Loan A-2 Principal Payments and (F) any prepayment of Term B Loans shall be applied in direct order of maturity to the remaining outstanding principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsamount thereof. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The (i) Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans of any Class Loan in whole or in part without premium or penaltypart; provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); ) and (ivD) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment Loan shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity ratably to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionspayments. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time (i) subject to time subsection (c) below, voluntarily prepay Term Base Rate Loans of any Class in whole or in part without premium or penalty, and (ii) subject to subsection (c) below and Section 3.05, voluntarily prepay Eurodollar Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 1:00 p.m. 12:00 noon (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Term Loans (whether Eurodollar Rate Loans or Base Rate Loans) shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iii) any prepayment of Base Rate Revolving Loans shall be in a principal amount of (A) $1,000,000 or a whole multiple of $500,000 in excess thereof with respect to Eurodollar Rate Loans and (orB) $150,000 or a whole multiple of $50,000 in excess thereof with respect to Base Rate Loans (or in each case, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 's Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Term Base Rate Loans of any Class in whole or in part without premium or penaltypenalty and (B) voluntarily prepay Eurodollar Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty except as provided in Section 3.05 hereof; provided that (i1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (By) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii2) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv3) 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, if less, the entire principal amount thereof then outstanding); and (4) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity ratably to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsLoans. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Committed Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such Classnotice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Voluntary Prepayments of Loans. The Borrower may, upon notice from the Borrower to the Administrative Agent, (i) at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty and (ii) at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part (without premium or penaltypenalty after the fourth anniversary of the Closing Date); provided that (iA) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); , (ivD) any voluntary prepayment of Term Loans prior to the second anniversary of the Closing Date shall be accompanied by the Make Whole Payment and (E) any voluntary prepayment of Term Loans subsequent to the second anniversary of the Closing Date but prior to the fourth anniversary of the Closing Date shall be accompanied by an amount equal to 1% of the Outstanding Amount of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsprepaid. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment this clause (a) shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders as set forth in accordance with their respective Applicable Percentages for such Classclause (c) below.

Voluntary Prepayments of Loans. The Borrower may, upon notice noticedelivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class in whole or in part without premium or penalty; provided that (iA) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (A1) three two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (iiB) any such prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (iiiC) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactions. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Any notice of prepayment of Loans given by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Class of Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for such ClassPercentages.

Voluntary Prepayments of Loans. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time (A) voluntarily prepay Term Base Rate Loans of any Class in whole or in part without premium or penaltypenalty except as provided in Section 2.05(a)(iii), and (B) voluntarily prepay Eurodollar Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty except as provided Section 2.05(a)(iii) and Section 3.05 hereof; provided that (i1) such notice must be received by the Administrative Agent not later than 1:00 p.m. 11:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (By) on the date of prepayment of Base Rate Loans; (ii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iii2) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (iv3) 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, if less, the entire principal amount thereof then outstanding); and (4) any prepayment of the Term Loans shall be in such proportions as the Borrower shall elect and each such prepayment shall be applied as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity ratably to the remaining principal amortization payments of the applicable Term Loan; and (v) any such notice may be conditioned on the effectiveness of other financing arrangements or one or more other transactionsLoans. Each such notice shall specify the date and amount of such prepayment and the Class and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, subject to the occurrence of any condition(s) specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Class of Committed Loans being prepaid of the applicable Lenders in accordance with their respective Applicable Percentages for Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such Classnotice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Any prepayment made pursuant to this Section 2.05(a)(i) or Section 2.05(b)(v) of the Tranche B Term Loans as a result of a Repricing Event shall be accompanied by a prepayment fee, which shall initially be 1% of the aggregate principal amount prepaid and shall decline to 0% after the six-month anniversary of the Closing Date. Such amounts shall be due and payable to the Tranche B Lenders on the date of effectiveness of such Repricing Event.