Common use of Voluntary Prepayments of Term Loans Clause in Contracts

Voluntary Prepayments of Term Loans. The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loan in whole or in part without premium or penalty; provided that (a) such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (b) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. To the extent that the Borrower elects to prepay the Term Loan, amounts prepaid under this section shall be applied to the remaining principal installments thereof as the Borrower may elect (or, if the Borrower does not make an election, such prepayments shall be applied ratably to the remaining principal amortization payments). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Term 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. 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 Term Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments of Term Loans. (i) The Borrower may, at its option, upon notice as herein provided, prepay without premium or penalty (subject to the Administrative Agent, requirements of Section 2.8(a)(ii) below and except as set forth in Section 3.6) at any time all, or from time to time voluntarily prepay any part of, the Term Loan in whole or in part without premium or penalty; provided that (a) such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (b) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, in a minimum aggregate amount of $5,000,000 or such greater amount that is an integral multiple of $1,000,000 or, if less, the entire principal amount thereof then outstanding. To The Borrower will give the extent that the Borrower elects to prepay the Term Loan, amounts prepaid Administrative Agent written notice (or telephone notice promptly confirmed by written notice) of each prepayment under this section shall be applied Section 2.8 prior to 1:00 p.m. (New York time) at least one Business Day in the case of Base Rate Loans and three (3) Business Days in the case of Eurodollar Loans prior to the remaining principal installments thereof as the Borrower may elect (or, if the Borrower does not make an election, date fixed for such prepayments shall be applied ratably to the remaining principal amortization payments)prepayment. Each such notice shall specify the date and of such prepayment (which shall be a Business Day), the principal amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurocurrency Loans are and the interest to be prepaidpaid on the prepayment date with respect to such principal amount being repaid. Such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Interest Period(sBorrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayments made pursuant to this Section 2.8(a) shall be applied against the Class of Term Loans and the remaining scheduled installments of principal due in respect of such Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeLoans in the manner specified by the Borrower or, and of if not so specified on or prior to the amount date of such Lender’s Applicable Percentage optional prepayment, on a pro rata basis to all Classes of Term Loans in direct order of maturity and may not be reborrowed; provided, that (i) in no event shall such prepayment. If such notice is given by prepayments be applied in a manner that results in the Borrower2026 Term A Loans being reduced on a greater than pro rata basis than the 2023 Term A Loans and (ii) for the avoidance of doubt and notwithstanding anything herein to the contrary, the Borrower shall may, at its option, make such prepayment and prepayments in a manner that results in 2023 Term A Loans being reduced on a greater than pro rata basis than 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 2026 Term Loans of the Lenders in accordance with their respective Applicable PercentagesA Loans.

Voluntary Prepayments of Term Loans. The Borrower Representative may, upon notice to the Administrative AgentAgent pursuant to a Prepayment Notice, at any time or from time to time voluntarily prepay the Term Loan Loans in whole or in part without premium or penaltypart; provided that (ai) the Borrowers shall pay each Term Lender its Applicable Percentage of the Early Termination Fee, if applicable, on the amount prepaid concurrently with such prepayment, (ii) such notice must be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. Eastern time three (i3) three Business Days prior to any such date of prepayment of Eurocurrency Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (biii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (c) any prepayment of Base Rate Term Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 500,000 in excess thereof thereof; or, in each case, if lessless or not a whole multiple of $500,000, the entire principal amount thereof then outstanding. To the extent that the Borrower elects to prepay the Term Loan, amounts prepaid under this section shall be applied to the remaining principal installments thereof as the Borrower may elect (or, if the Borrower does not make an election, such prepayments shall be applied ratably to the remaining principal amortization payments). Each such notice shall specify the date and amount of such prepayment and of the Type(s) of Term Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Term Lender of its receipt of each such notice, and of the amount of such Term Lender’s Applicable Percentage of such prepayment. If such notice is given 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. Any prepayment of a Eurocurrency Rate Loan the Term Loans pursuant to this Section 2.02(a) shall be applied ratably to the Term Loans included in the prepaid borrowing in such order of application as directed by the Borrower and 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 Term Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments of Term Loans. (i) The Borrower may, at its option, upon notice as herein provided, prepay without premium or penalty (subject to the Administrative Agent, requirements of Section 2.8(a)(ii) below and except as set forth in Section 3.6) at any time all, or from time to time voluntarily prepay any part of, the Term Loan in whole or in part without premium or penalty; provided that (a) such notice must be received by the Administrative Agent not later than 11:00 a.m. (i) three Business Days prior to any date of prepayment of Eurocurrency Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (b) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, in a minimum aggregate amount of $5,000,000 or such greater amount that is an integral multiple of $1,000,000 or, if less, the entire principal amount thereof then outstanding. To The Borrower will give the extent that the Borrower elects to prepay the Term Loan, amounts prepaid Administrative Agent written notice (or telephone notice promptly confirmed by written notice) of each prepayment under this section shall be applied Section 2.8 prior to 1:00(x) 12:00 p.m. (New York time) at least one Business Xxxxx the date of such prepayment in the case of Base Rate Loans andor (y) 12:00 p.m. (New York time) three (3) U.S. Government Securities Business Days in the case of EurodollarTerm Benchmark Loans prior to the remaining principal installments thereof as the Borrower may elect (or, if the Borrower does not make an election, date fixed for such prepayments shall be applied ratably to the remaining principal amortization payments)prepayment. Each such notice shall specify the date and of such prepayment (which shall be a Business Day), the principal amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurocurrency Loans are and the interest to be prepaidpaid on the prepayment date with respect to such principal amount being repaid. Such notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Interest Period(sBorrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayments made pursuant to this Section 2.8(a) shall be applied against the Class of Term Loans and the remaining scheduled installments of principal due in respect of such Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeLoans in the manner specified by the Borrower or, and of if not so specified on or prior to the amount date of such Lender’s Applicable Percentage optional prepayment, on a pro rata basis to all Classes of Term Loans in direct order of maturity and may not be reborrowed; provided, that (i) in no event shall such prepayment. If such notice is given by prepayments be applied in a manner that results in the Borrower2026 Term A Loans being reduced on a greater than pro rata basis than the 2023 Term A Loans and (ii) for the avoidance of doubt and notwithstanding anything herein to the contrary, the Borrower shall may, at its option, make such prepayment and prepayments in a manner that results in 2023 Term A Loans being reduced on a greater than pro rata basis than 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 2026 Term Loans of the Lenders in accordance with their respective Applicable PercentagesA Loans.

Voluntary Prepayments of Term Loans. The Borrower Representative may, upon notice to the Administrative AgentAgent pursuant to a Prepayment Notice, at any time or from time to time voluntarily prepay the Term Loan Loans in whole or in part without premium or penaltypart; provided that (ai) the Revolving Credit Facility shall have been terminated in full, (ii) the Borrowers shall pay each Term Loan Lender its Applicable Percentage of the Early Termination Fee on the amount prepaid concurrently with such prepayment, (iii) such notice must be received by the Administrative Agent not later than 2:00 p.m. Eastern time (11:00 a.m. (iam Pacific time) three (3) Business Days prior to any such date of prepayment of Eurocurrency Rate Loans, and (ii) on the date of prepayment of Base Rate Loans; (biv) any prepayment of Eurocurrency Rate Term Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. To the extent that the Borrower elects to prepay the Term Loan, amounts prepaid under this section shall be applied to the remaining principal installments thereof as the Borrower may elect (or, if the Borrower does not make an election, such prepayments shall be applied ratably to the remaining principal amortization payments). Each such notice shall specify the date and amount of such prepayment and of the Type(s) of Term Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Term Loan Lender of its receipt of each such notice, and of the amount of such Term Loan Lender’s 's Applicable Percentage of such prepayment. If such notice is given 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; provided that if such notice indicates that a prepayment in full of the Term Loans is to be funded with the proceeds of a refinancing of all Obligations, such notice may be revoked if such refinancing is not consummated or shall otherwise be delayed and such prepayment amount shall not be due and payable. 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 Term Loans of the Lenders in accordance with their respective Applicable Percentages.