Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loan.

Voluntary Prepayments. The Borrower shall have may, upon delivery of a Notice of Loan Prepayment from the right Borrower to the Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, part without premium or penalty (except as set forth in Section 2.12(d))penalty; provided that the Borrower shall deliver (A) such notice must be in a Notice of Prepayment form acceptable to the Applicable Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one 11:00 a.m. (1) three Business Day Days prior to the any date of prepayment of the Revolving Eurodollar Rate Loans or Term Loans that bear interest at the Base Rate Option; and (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v2) on the date of prepayment of Swingline Base Rate Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; ; (B) any such prepayment of Eurodollar Rate Loans shall be in a statement indicating principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the application of the prepayment between the Revolving Loans, Term Loans entire principal amount thereof then outstanding); and Swingline Loans; (C) a statement indicating the application any prepayment of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total 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). Each such notice shall specify the date and amount of such prepayment and the 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, which shall not be less than (x) in . If such notice is given by the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline LoansBorrower, the lesser Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of (A) prepayment is given in connection with a conditional notice of termination of the Total Utilization of Aggregate Revolving Commitments or (B) $100,000 for 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any Swingline Loan and $500,000 for any Revolving Loanadditional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at the Notice Office (ix) at least one Business Day’s prior written notice (1or telephonic notice promptly confirmed in writing) Business Day prior of its intent to prepay Base Rate Loans (or same day notice in the date case of a prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Swingline Loans) and (iiy) at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days prior of its intent to the date of prepayment of the prepay Euro Rate Loans, which notice (in each case) shall specify whether Revolving Loans or Term Swingline Loans denominated shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in Dollars that bear interest at the Term SOFR case of Euro Rate Option Loans, the specific Borrowing or Daily Simple SOFR Borrowings pursuant to which such Euro Rate Option; (iii) at least three (3) Business Days prior to Loans were made, and which notice the date Administrative Agent shall, except in the case of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of a prepayment of Swingline Loans, in promptly transmit to each case of the foregoing option in Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 2.11(a5.01(a) shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), setting forth provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the following information: outstanding principal amount of Euro Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Euro Rate Loans (Aand same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the date, which Borrower or Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Business Day, on which the proposed prepayment is to be madeDefaulting Lender; (Bb) In the event of certain refusals by a statement indicating Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the application Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the prepayment between the Revolving LoansLenders), Term repay all Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and total principal amount of unpaid interest, Fees and all other amounts then owing to such prepaymentLender in accordance with, which shall not be less than and subject to the requirements of, said Section 13.12(b), so long as (xA) in the case of Term Loansthe repayment of Revolving Loans of any Lender pursuant to this clause (b), $500,000 (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the case of Revolving Loans Administrative Agent and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or respective Issuing Lenders and (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanthe consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. The Borrower shall have may, upon written notice delivered to the right at any time Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) not later than 11:00 A.M. (New York City time) on the same Business Day (or in the case of LIBOR Rate Loans, two (2) Business Days (or such shorter or no notice as may be satisfactory to the Administrative Agent), and from time in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment) before the date of prepayment stating the aggregate principal amount of the prepayment and the Loans to time to be prepaid, prepay any the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, without premium or penalty (except as together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 2.12(d)); 3.7. Any such notice provided that pursuant to this Section 4.6 shall be irrevocable, and the Borrower payment amount specified in such notice shall deliver a Notice be due and payable on the prepayment date described in such notice, together with accrued and unpaid interest on the amount prepaid. Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of Prepayment LIBOR Rate Loans shall be in an aggregate principal amount equal to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, lesser of (ia) at least one $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (Ab) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total aggregate principal amount of such prepaymentTranche of LIBOR Rate Loans then outstanding, which shall not be less than (x) in as the case may be; provided that no partial prepayment of Term Loansany Tranche of LIBOR Rate Loans may be made if, $500,000 and (y) after giving effect thereto, Section 2.3 would be contravened. Partial prepayments with respect to the ABR Loans shall be made in the case of Revolving Loans and Swingline Loans, an aggregate principal amount equal to the lesser of (Ai) $5,000,000 or an integral multiple of $1,000,000 in excess thereof or (ii) the Total Utilization aggregate principal amount of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving LoanABR Loans then outstanding, as the case may be.

Voluntary Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing of its Loans, in whole or in part, without premium or penalty (except as set forth in Section 2.12(dspecified below)); provided that , from time to time on the following terms and conditions: (a) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m.at the Notice Office written or telephonic notice (in the case of telephonic notice, New York City Timepromptly confirmed in writing if so requested by the Administrative Agent) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by (i) 12:00 noon (local time at least the Notice Office) three Business Days prior to the date of such prepayment, in the case of any prepayment of Eurodollar Loans, or (ii) 12:00 noon (local time at the Notice Office) one (1) Business Day prior to the date of such prepayment, in the case of any prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior Loans, and which notice shall promptly be transmitted by the Administrative Agent to the date of prepayment each of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be madeLenders; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xb) in the case of Term Loansprepayment of any Borrowings, each partial prepayment of any such Borrowing shall be in an aggregate principal of at least $500,000 and (y) 2,000,000 or an integral multiple of $1,000,000 in excess thereof, in the case of Revolving Loans and Swingline Base Rate Loans, the lesser and at least $1,000,000 or an integral multiple of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for in excess thereof, in the case of Eurodollar Loans; (c) no partial prepayment of any Revolving LoanLoans made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (d) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (e) each prepayment of Eurodollar Loans pursuant to this Section 4.2 on any date other than the last day of the Interest Period applicable thereto, in the case of Eurodollar Loans shall be accompanied by any amounts payable in respect thereof under Section 2.7.

Voluntary Prepayments. The Borrower Company shall have the right at any time and to prepay the Loans in whole or in part from time to time on the following terms and conditions: (a) Company shall give Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of its intent to prepay any Borrowing in whole or in partthe Loans, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall deliver a Notice of Prepayment be given by Company to the Applicable Administrative Agent not later than by 1:00 p.m., p.m. (New York City Time, (itime) at least three Business Days prior in the case of Eurocurrency Loans and at least one (1) Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall promptly be transmitted by Administrative Agent to each of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be madeapplicable Lenders; (Bb) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000; provided that no partial prepayment of Eurocurrency Loans made pursuant to a statement indicating single Borrowing shall reduce the application aggregate principal amount of the prepayment between outstanding Loans made pursuant to such Borrowing to an amount less than the Revolving Loans, Term Loans and Swingline LoansMinimum Borrowing Amount applicable thereto; (Cc) a statement indicating each voluntary prepayment shall include payment of accrued interest on the principal amount repaid together with any prepayment premium due pursuant to Section 3.2(b) and shall be applied to payment of such amounts before application to principal and shall include amounts payable, if any, under Section 3.5; (d) each prepayment in respect of any Borrowing shall be applied pro rata among the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option appliescomprising such Borrowing; and (De) each voluntary prepayment of Term Loans shall be applied to the Currency Scheduled Term Repayments in proportional amounts equal to the applicable Term Percentage of Term Loans with respect to such prepayment and, within each Term Loan, to the pro rata prepayment of the Scheduled Term Repayments for such Term Loan. Unless otherwise specified by Company, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Loan Eurocurrency Loans as Company shall request (and total principal in the absence of such request, as Administrative Agent shall determine). The notice provisions with respect to the minimum amount of any prepayment and the provisions requiring prepayments in integral multiples above such prepayment, which shall not minimum amount of this Section 4.2 are for the benefit of Administrative Agent and may be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanwaived unilaterally by Administrative Agent.

Voluntary Prepayments. The Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty except as otherwise provided in this Agreement, and the right to allocate such prepayments to Loans of a given Tranche, as such Borrower elects, in whole or in part, at any time and from time to time on the following terms and conditions: (i) an Authorized Officer of such Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any the Loans, specifying the Tranche or Tranches of the Loans to be prepaid, the Types of Loans to be repaid and, in the case of Eurodollar Loans, the specific Borrowing in whole or in partBorrowings pursuant to which made, without premium or penalty which notice shall be given by the Authorized Officer of such Borrower (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment x) prior to the Applicable Administrative Agent not later than 1:00 p.m., 2:00 P.M. (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Loans and (iiy) prior to 10:00 A.M. (New York time) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment applied to any Tranche of Loans shall be in an aggregate principal amount of at least $1,000,000, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans beyond the Interest Period applicable thereto and any election of an Interest Period with respect thereto given by such Borrower shall have no force or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; effect; (iii) at least three (3) Business Days prior to the date time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the Revolving Loans denominated in Alternative Currencies that bear interest at last day of the Eurocurrency Rate Option; Interest Period applicable thereto, such Borrower shall pay the amounts required pursuant to Section 1.11(a); (iv) at least three (3except as provided in Section 4.01(v) Business Days prior below, each prepayment in respect of any Loans made pursuant to the date of prepayment of the Revolving a Borrowing shall be applied pro rata among such Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or made pursuant to such Borrowing; (v) on the date of each prepayment of Swingline Loansprincipal of Loans of a given Tranche pursuant to this Section 4.01 shall, subject to the immediately succeeding proviso, be applied to reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amounts of the Scheduled Repayments of such Tranche of Loans after giving effect to all prior reductions thereto); provided that repayments of any Tranche of Loans pursuant to Section 4.01(vi) below shall only apply to reduce the then remaining Scheduled Repayments of such Tranche to the extent the Term Loans so repaid are not replaced (and are not required to be replaced) pursuant to Section 13.12(b), with any such application to reduce the then remaining Scheduled Repayments of the respective Tranche in the manner provided above in this Section 4.01(v), unless otherwise specifically agreed by the Required Lenders; (vi) in the event of certain refusals by a Lender as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, such Borrower may, upon five Business Days’ written notice by an Authorized Officer of such Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans and pay all accrued and unpaid interest, Fees, and other amounts, in each case of owing by such Borrower to such Lender (or owing by such Borrower to such Lender with respect to each Tranche which gave rise to the foregoing option need to obtain such Lender’s individual consent) in this accordance with, and subject to the requirements of, said Section 2.11(a), setting forth the following information: 13.12(b) so long as (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of the repayment of Incremental Term LoansLoans of any Lender under a given Tranche, $500,000 the Incremental Term Loan Commitment of such Lender under such Tranche (if any) is terminated concurrently with such repayment pursuant to Section 3.02(c) (at which time Schedule I shall be deemed modified to reflect the changed Incremental Term Loan Commitments of such Tranche) and (yB) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (vi) have been obtained; (vii) in the case of Revolving any prepayment of Tranche C Term Loans or Bermuda Borrower Incremental Term Loans by the Bermuda Borrower with the proceeds of an Investment in the Bermuda Partnership and the prepayment by the Bermuda Partnership of an intercompany loan to the Bermuda Borrower as contemplated by Section 9.05(xviii) at any time Tranche B Term Loans or U.S. Borrower Incremental Term Loans are outstanding, such prepayment shall be accompanied by a prepayment of Tranche B Term Loans or U.S. Borrower Incremental Term Loans by the U.S. Borrower in such amount so that the voluntary prepayments of Term Loans at such time is made on a pro rata basis (based upon the TL Repayment Percentages of each such Tranche of Term Loans and Swingline the then outstanding principal amounts of each such Tranche of Term Loans, ); and (viii) each prepayment of Loans of any Tranche pursuant to this Section 4.01 made prior to the lesser first anniversary of (A) the Total Utilization Restatement Effective Date in connection with a Repricing Transaction shall be subject to the payment of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanthe fee described in Section 3.01(h).

Voluntary Prepayments. The Borrower shall have Company may, upon written or telephonic notice to Administrative Agent on or prior to 1:00 P.M. (New York City time) on the right date of prepayment, in the case of Base Rate Loans, and on or prior to 1:00 P.M. (New York City time) on the day three Business Days prior to such prepayment, in the case of Eurodollar Rate Loans, in each case given to Administrative Agent and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each Lender whose Loans are to be prepaid of such prepayment, at any time and from time to time to prepay any Borrowing Term Loans or Revolving Loans on any Business Day in whole or in partpart in an aggregate minimum amount of $1,000,000 and integral multiples of $500,000 in excess of that amount; provided, without premium however, that a Eurodollar Rate Loan may only be prepaid on the expiration of the Interest Period applicable thereto unless Company compensates Lenders for all breakage costs resulting from such payment or penalty (except as set forth conversion pursuant to subsection 2.6D. All written notices delivered pursuant to this subsection 2.4B(i) shall be in Section 2.12(d)); provided that the Borrower shall deliver form of a Notice of Prepayment and all notices whether written or telephonic delivered pursuant to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (ithis subsection 2.4B(i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Dayirrevocable, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option appliesonce given as aforesaid, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of the Loans specified in such prepaymentnotice shall become due and payable on the prepayment date specified therein; provided that in connection with the termination of all commitments under this Agreement and the repayment in full of all Obligations under this Agreement (including the cash collateralization of all Letters of Credit in an amount equal to 105% of the maximum amount which may be drawn thereunder), such repayment may be made conditional on the closing of the transaction from which the funds required for such repayment are to be received. Any such voluntary prepayment shall not be less than (x) applied as specified in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loansubsection 2.4B(iv).

Voluntary Prepayments. The Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty (but subject to Section 1.10), and the right to allocate such prepayments to Loans of a given Tranche, as such Borrower elects, in whole or in part, at any time and from time to time on the following terms and conditions: (i) an Authorized Officer of such Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any the Loans, specifying the Tranche or Tranches of the Loans to be prepaid, the Types of Loans to be repaid and, in the case of Eurodollar Loans, the specific Borrowing in whole or in partBorrowings pursuant to which made, without premium or penalty which notice shall be given by the Authorized Officer of such Borrower (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment x) prior to the Applicable Administrative Agent not later than 1:00 p.m., 2:00 P.M. (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Loans and (iiy) prior to 10:00 A.M. (New York time) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment applied to any Tranche of Loans shall be in an aggregate principal amount of at least $1,000,000, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $5,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans beyond the Interest Period applicable thereto and any election of an Interest Period with respect thereto given by such Borrower shall have no force or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; effect; (iii) at least three (3) Business Days prior each prepayment in respect of any Loans made pursuant to the date of prepayment of the Revolving a Borrowing shall be applied pro rata among such Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; made pursuant to such Borrowing; (iv) at least three (3) Business Days prior to the date of each prepayment of principal of Loans of a given Tranche pursuant to this Section 4.01 shall be applied to reduce the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case then remaining Scheduled Repayments of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application respective Tranche of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating in the application of manner specified by the applicable Borrower in the applicable prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option appliesnotice; and (Dv) in the Currency event that, prior to the first anniversary of such Loan and total principal amount of such prepaymentthe Amendment No. 4 Effective Date, which shall not be less than any Credit Party (x) makes any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, U.S. Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the affected Term Loans, $500,000 Loans of such Lender being prepaid and (yII) in the case of Revolving clause (y), a payment equal to 1% of the aggregate amount of the applicable Term Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanoutstanding immediately prior to such amendment.

Voluntary Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing of any Class in whole or in part, without premium or penalty subject to prior notice in accordance with paragraph (except as set forth b) of this Section; provided, however, that each partial prepayment shall be in Section 2.12(d)); provided an aggregate principal amount that is an integral multiple of $500,000 and not less than $1,000,000 or, if less, the amount outstanding. (b) The Borrower shall deliver a Notice of Prepayment to notify the Applicable Administrative Agent not later than 1:00 p.m.(and, New York City Time, (i) at least one (1) Business Day prior to in the date case of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of a Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option appliesLoan, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and Swingline Lenders) by telephone (Dconfirmed by telecopy) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than any prepayment hereunder (xi) in the case of Term Loansprepayment of a Eurodollar Borrowing, $500,000 and not later than 12:00 noon, New York City time, three Business Days before the date of prepayment, (yii) in the case of Revolving Loans prepayment of an ABR Borrowing, not later than 12:00 noon, New York City time, one Business Day before the date of prepayment or (iii) in the case of prepayment of a Swingline Loan, not later than 12:00 noon, New York City time, on the date of prepayment. Each such notice shall be irrevocable and Swingline Loansshall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt or equity issuances, 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; provided further that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.08(c), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.08(c). Promptly following receipt of any such notice relating to a Borrowing of any Class, the lesser Administrative Agent shall advise the Lenders of (Asuch Class of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Voluntary prepayments of outstanding Term Loans under this Section 2.11 shall be applied to future scheduled amortization payments pursuant to Section 2.10(a) as directed by the Total Utilization of Revolving Commitments Borrower. Prepayments under this Section 2.11 shall be accompanied by accrued interest to the extent required by Section 2.14 and shall be subject to Section 2.17, but otherwise without premium or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanpenalty.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at the Notice Office (ix) at least one Business Day’s prior written notice (1or telephonic notice promptly confirmed in writing) Business Day prior of its intent to prepay Base Rate Loans (or same day notice in the date case of a prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Swingline Loans) and (iiy) at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days prior of its intent to the date of prepayment of the prepay Eurodollar Loans, which notice (in each case) shall specify whether B-1 Term Loans, B-2 Term Loans, Revolving Loans or Term Swingline Loans denominated shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in Dollars that bear interest at the Term SOFR Rate Option case of Eurodollar Loans, the specific Borrowing or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior Borrowings pursuant to which such Eurodollar Loans were made, and which notice the date Administrative Agent shall, except in the case of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), (y) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans at the end of the Interest Period then applicable thereto unless otherwise repaid at or prior to the end of the Interest Period then in effect) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each prepayment of Term Loans pursuant to this Section 5.01(a) shall be applied to the then outstanding Term Loans on a pro rata basis; provided that if any voluntary repayment of Term Loans is made before the B-1 Conversion Date with the Net Cash Proceeds of one or more issuances of Equity Interests by Holdings, then such voluntary prepayment shall be applied (A) first, to then outstanding B-2 Term Loans until same are repaid in full and (B) second, to the extent in excess thereof, to then outstanding B-1 Term Loans; and (v) each prepayment of Term Loans pursuant to this Section 5.01(a) shall be applied to reduce any Scheduled Term Loan Repayment (or any combination of Scheduled Term Loan Repayments), in each case in aggregate amount equal to the principal amount of the foregoing option respective prepayment of Term Loans, at the direction of the Borrower in its sole discretion; provided that any amount applied to the prepayment of B-2 Term Loans pursuant to the proviso to preceding clause (iv) shall be applied to reduce the then remaining Scheduled Term Loan Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment after giving effect to all prior reductions thereto). Notwithstanding anything to the contrary contained herein, voluntary prepayments of Term Loans may not be made on or prior to the Merger Closing Date without the prior written consent of the Lead Arrangers and the Bridge Lead Arranger. Each notice given pursuant to this Section 2.11(a), setting forth the following information: (A5.01(a) the date, which shall be irrevocable; provided that a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application notice of the prepayment between in full of all Loans pursuant to Section 5.01(a), given in conjunction with a notice of the termination of the Total Revolving Loan Commitment pursuant to Section 4.02(a), or a notice of prepayment of Term Loans, Term Loans and Swingline Loans;may state that the respective notice is conditioned upon the effectiveness of an issuance of Equity Interests by Holdings or one or more issues of Indebtedness, 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. (Cb) In the event of certain refusals by a statement indicating Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the application Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the prepayment among Lenders), repay all Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and total principal amount of unpaid interest, Fees and all other amounts then owing to such prepaymentLender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, which shall not be less than and subject to the requirements of, said Section 14.12(b), so long as (xA) in the case of Term Loansthe repayment of Revolving Loans of any Lender pursuant to this clause (b), $500,000 (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01A shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the case of Revolving Loans Administrative Agent and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or respective Issuing Lenders and (B) $100,000 for any Swingline the consents, if any, required by Section 14.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of Term Loans pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Term Loan and $500,000 for any Revolving LoanRepayments of the Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Term Loan Repayment of the respective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. The Each Borrower shall have the right to prepay any Loan or Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the i) such Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 11:00 A.M. (New York City Time, time) at its Notice Office (ix) at least one Business Day's prior written notice (1or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or IBOR Loans and (y) at least three Business Day Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, the date amount of such prepayment and the Types of Loans to be prepaid, and, in the case of Fixed Rate Loans, the Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Revolving Loans or Term Loans that bear interest at the Base Rate OptionBanks; (ii) each prepayment shall be in an aggregate principal amount of at least three (3) Business Days prior to the date of $100,000, provided that if any partial prepayment of Fixed Rate Loans made pursuant to any Borrowing shall reduce the Revolving outstanding Fixed Rate Loans made pursuant to such Borrowing to an amount less than $500,000, then such Borrowing may not be continued as a Borrowing of Fixed Rate Loans and any election of an Interest Period with respect thereto shall have no force or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optioneffect; (iii) at least three (3) Business Days prior prepayments of Fixed Rate Loans made pursuant to this Section 3.01 may only be made on the date last day of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Optionan Interest Period applicable thereto; and (iv) at least three (3) Business Days prior each prepayment in respect of Loans made pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which a Borrowing shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving applied PRO RATA among such Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loan.

Voluntary Prepayments. The Borrower shall have may, upon written notice delivered to the right at any time Administrative Agent (i) not later than 1:00 P.M. (New York City time) on the same Business Day, in the case of a prepayment of ABR Revolving Loans and from time (ii) no later than 1:00 P.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as may be satisfactory to time the Administrative Agent), in the case of a prepayment of Eurodollar Rate Loans, stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay any the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, without premium or penalty (except as together with accrued interest to the date of such prepayment on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 2.12(d))3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that that, if a notice of prepayment is given in connection with a conditional notice of termination of the Borrower Commitments as contemplated by Section 4.5(b)(iii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of Eurodollar Rate Loans shall deliver a Notice of Prepayment be in an aggregate principal amount equal to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, lesser of (ia) at least one $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (Ab) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total aggregate principal amount of such prepaymentTranche of Eurodollar Rate Loans then outstanding, which shall not be less than (x) in as the case may be; provided that no partial prepayment of Term Loansany Tranche of Eurodollar Rate Loans may be made if, $500,000 and (yafter giving effect thereto, Section 2.1(b) in the case of would be contravened. Partial prepayments with respect to ABR Revolving Loans and Swingline Loans, shall be made in an aggregate principal amount equal to the lesser of (Ai) $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) the Total Utilization aggregate principal amount of ABR Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving LoanLoans then outstanding, as the case may be.

Voluntary Prepayments. The Borrower shall have the right at any time to prepay Term Loans, Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that a) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Administrative Agent's Office written notice (iior telephonic notice promptly confirmed in writing) at least three of its intent to make such prepayment, the amount of such prepayment and (3) Business Days prior to in the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Eurodollar Term Loans and Swingline Eurodollar Revolving Credit Loans; (C) a statement indicating the application of the prepayment among Loans specific Borrowing(s) pursuant to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepaymentmade, which notice shall not be less given by the Borrower no later than (xi) in the case of Term Loans or Revolving Credit Loans, $500,000 and 10:00 A.M. (yNew York time) one Business Day prior to, or (ii) in the case of Revolving Loans and Swingline Loans, 10:00 A.M. (New York time) on, the lesser date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or Chase, as the case may be; (Ab) the Total Utilization each partial prepayment of any Borrowing of Term Loans or Revolving Commitments or (B) Credit Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000, provided that no partial prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Loans or Eurodollar Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans or Eurodollar Revolving Credit Loans; and (c) any Swingline prepayment of Eurodollar Term Loans or Eurodollar Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine. At the Borrower's election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Term Loan and $500,000 for any or Revolving LoanCredit Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in partmay, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment upon written notice delivered to the Applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) (i) not later than 1:00 p.m., P.M. (New York City Timetime) on the same Business Day, in the case of a prepayment of ABR Revolving Loans, (iii) at least one no later than 1:00 P.M. (1New York City time) two (2) Business Day prior to Days before the date of prepayment of the Revolving Loans (or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior such shorter or no notice as may be satisfactory to the date Administrative Agent), in the case of a prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Eurodollar Rate Option or Daily Simple SOFR Rate Option; Loans, and (iii) at least three not later than 1:00 P.M. (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (vNew York City time) on the date of prepayment, in the case of a prepayment of a Swingline LoansLoan, in each case of stating the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application aggregate principal amount of the prepayment between and the Revolving LoansLoans to be prepaid, Term prepay the outstanding principal amounts of such Loans and Swingline Loans; (C) a statement indicating the application comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment among on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 4.5(b)(iii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of Eurodollar Rate Loans shall be in an aggregate principal amount equal to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and the Eurocurrency Rate Option applies; and (Db) the Currency of such Loan and total aggregate principal amount of such prepaymentTranche of Eurodollar Rate Loans then outstanding, which shall not be less than (x) in as the case may be; provided that no partial prepayment of Term Loansany Tranche of Eurodollar Rate Loans may be made if, $500,000 and (yafter giving effect thereto, Section 2.1(b) in the case of would be contravened. Partial prepayments with respect to ABR Revolving Loans and (other than Swingline Loans, ) shall be made in an aggregate principal amount equal to the lesser of (Ai) $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) the Total Utilization aggregate principal amount of ABR Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving LoanLoans then outstanding, as the case may be.

Voluntary Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in partmay, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment upon written notice delivered to the Applicable Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) (i) not later than 1:00 p.m., 11:00 A.M. (New York City Timetime) on the same Business Day, in the case of a prepayment of ABR Revolving Loans, (iii) at least one no later than 11:00 A.M. (1New York City time) two (2) Business Day prior to Days before the date of prepayment of the Revolving Loans (or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior such shorter or no notice as may be satisfactory to the date Administrative Agent), in the case of a prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Eurodollar Rate Option or Daily Simple SOFR Rate Option; Loans, and (iii) at least three not later than 12:00 Noon (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (vNew York City time) on the date of prepayment, in the case of a prepayment of a Swingline LoansLoan, in each case of stating the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application aggregate principal amount of the prepayment between and the Revolving LoansLoans to be prepaid, Term prepay the outstanding principal amounts of such Loans and Swingline Loans; (C) a statement indicating the application comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment among on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 4.5(b)(iii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of Eurodollar Rate Loans shall be in an aggregate principal amount equal to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies lesser of (a) $5,000,000 or an integral multiple of $1,000,000 in excess thereof and the Eurocurrency Rate Option applies; and (Db) the Currency of such Loan and total aggregate principal amount of such prepaymentTranche of Eurodollar Rate Loans then outstanding, which shall not be less than (x) in as the case may be; provided that no partial prepayment of Term Loansany Tranche of Eurodollar Rate Loans may be made if, $500,000 and (yafter giving effect thereto, Section 2.1(b) in the case of would be contravened. Partial prepayments with respect to ABR Revolving Loans and (other than Swingline Loans, ) shall be made in an aggregate principal amount equal to the lesser of (Ai) $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) the Total Utilization aggregate principal amount of ABR Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving LoanLoans then outstanding, as the case may be.

Voluntary Prepayments. The Borrower shall have may, upon written notice delivered to the right at any time Administrative Agent (and, in the case of prepayment of a Swingline Loan, the Swingline Lender) (i) not later than 1:00 P.M. (New York City time) on the same Business Day, in the case of a prepayment of ABR Revolving Loans or Swingline Loans and from time (ii) no later than 1:00 P.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as may be satisfactory to time the Administrative Agent), in the case of a prepayment of SOFR Loans, stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay any the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, without premium or penalty (except as together with accrued interest to the date of such prepayment on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 2.12(d))3.7. Any such notice provided pursuant to this Section 4.6 shall be irrevocable; provided that that, if a notice of prepayment is given in connection with a conditional notice of termination of the Borrower Commitments as contemplated by Section 4.5(b)(iii), then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.5(b)(iii). Partial prepayments pursuant to this Section 4.6 with respect to any Tranche of SOFR Loans shall deliver a Notice of Prepayment be in an aggregate principal amount equal to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, lesser of (ia) at least one $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (Ab) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total aggregate principal amount of such prepaymentTranche of SOFR Loans then outstanding, which shall not be less than (x) in as the case may be; provided that no partial prepayment of Term Loansany Tranche of SOFR Loans may be made if, $500,000 and (yafter giving effect thereto, Section 2.1(b) in the case of would be contravened. Partial prepayments with respect to ABR Revolving Loans and (other than Swingline Loans that are ABR Loans, ) shall be made in an aggregate principal amount equal to the lesser of (Ai) $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) the Total Utilization aggregate principal amount of ABR Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving LoanLoans then outstanding, as the case may be.

Voluntary Prepayments. The Borrower shall have the right at any (i) Any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following informationtime: (A) with respect to Base Rate Loans, Borrower may prepay any such Loans on any Business Day in whole or in part (in the datecase of a partial prepayment of Loans borrowed in Dollars, which shall be a Business Day, on which the proposed prepayment is to be madein an aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 in excess of that amount); (B) a statement indicating the application of the prepayment between the Revolving with respect to Eurodollar Rate Loans, Term subject to Section 2.18(c), Borrower may prepay any such Loans on any Business Day in whole or in part (in the case of a partial prepayment, in an aggregate minimum amount of $5,000,000 and Swingline integral multiples of $1,000,000 in excess of that amount); and (C) with respect to Swing Line Loans, Borrower may prepay any such Loans on any Business Day in whole or in part (in the case of a partial prepayment, in an aggregate minimum amount of $500,000, and in integral multiples of $100,000 in excess of that amount). (ii) All such prepayments shall be made: (A) upon not less than one Business Day’s prior written notice in the case of Base Rate Loans; (CB) a statement indicating upon not less than three Business Days’ prior written notice in the application case of the prepayment among Loans to which the Base Eurodollar Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option appliesLoans; and (DC) upon written notice on the Currency date of prepayment, in the case of Swing Line Loans; in each case substantially in the form of Exhibit E and given to Administrative Agent or Swing Line Lender, as the case may be, by 12:00 p.m. (New York City time) on the date required (and Administrative Agent will promptly transmit such Loan and total original notice for Term Loans or Revolving Loans, as the case may be, by telefacsimile or telephone to each Lender) or Swing Line Lender, as the case may be. Upon the giving of any such notice, the principal amount of the Loans specified in such prepaymentnotice shall become due and payable on the prepayment date specified therein; provided that a notice of voluntary prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or upon the closing of an acquisition transaction, in which case such notice of prepayment may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified date) if such condition is not satisfied. Any such voluntary prepayment shall not be less than applied as specified in Section 2.15(a). Notwithstanding Section 2.13(a) above, in the event that on or prior to the first anniversary of the Third Restatement Date, the Borrower (x) makes any prepayment of Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Tranche B Term Loans, $500,000 Loans being prepaid and (yII) in the case of Revolving clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Tranche B Term Loans and Swingline Loansoutstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the first anniversary of the Series A Tranche B Term Loan Funding Date, the lesser Borrower (x) makes any prepayment of (A) the Total Utilization of Revolving Commitments Series A Tranche B Term Loans in connection with any Repricing Transaction or (By) $100,000 effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series A Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series A Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the first anniversary of the Series A Tranche B Term Loan Funding Date, the Borrower (x) makes any Swingline prepayment of the Series B Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series B Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series B Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the first anniversary of the Series D Tranche B Term Loan Funding Date, the Borrower (x) makes any prepayment of the Series C Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series C Tranche B Term Loans being prepaid and $500,000 (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series C Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the first anniversary of the Series D Tranche B Term Loan Funding Date, the Borrower (x) makes any prepayment of the Series D Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series D Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series D Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the six month anniversary of the Series C-1 Tranche B Term Loan Funding Date, the Borrower (x) makes any Revolving Loanprepayment of the Series C-1 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series C-1 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series C-1 Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the six month anniversary of the Series D-1 Tranche B Term Loan Funding Date, the Borrower (x) makes any prepayment of the Series D-1 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series D-1 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series D-1 Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the six month anniversary of the Series E Tranche B Term Loan Funding Date, the Borrower (x) makes any prepayment of the Series E Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series E Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series E Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the six month anniversary of the Series C-2 Tranche B Term Loan Funding Date, the Borrower (x) makes any prepayment of the Series C-2 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series C-2 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series C-2 Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the six month anniversary of the Series D-2 Tranche B Term Loan Funding Date, the Borrower (x) makes any prepayment of the Series D-2 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series D-2 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series D-2 Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the six month anniversary of the Series E-1 Tranche B Term Loan Funding Date, the Borrower (x) makes any prepayment of the Series E-1 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series E-1 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series E Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that on or prior to the six month anniversary of the Series F Tranche B Term Loan Funding Date, the Borrower (x) makes any prepayment of the Series F Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series F Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series F Tranche B Term Loans outstanding immediately prior to such amendment. Notwithstanding Section 2.13(a) above, in the event that from the Amendment No. 11 Effective Date to the date that is on or prior to the six month anniversary of the Amendment No. 11 Effective Date, the Borrower (x) makes any prepayment of the Series D-2 Tranche B Term Loans in connection with any Repricing Transaction or (y) effects any amendment of the Credit Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (I) in the case of clause (x) above, a prepayment premium of 1% of the amount of the Series D-2 Tranche B Term Loans being prepaid and (II) in the case of clause (y) above, a payment equal to 1% of the aggregate amount of the applicable Series D-2 Tranche B Term Loans outstanding immediately prior to such amendment.

Voluntary Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing Loans, in whole or in part, without premium or penalty penalty, from time to time on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m.(and the Swingline Lender, in the case of Swingline Loans) at the Notice Office written notice of its intent to prepay the Loans, whether such Loans are Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such prepayment is made, which notice shall be substantially in the form of Exhibit I hereto and received by the Administrative Agent by 11:00 A.M. (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment or in the case of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least Eurodollar Loans, three (3) Business Days prior to the date of such prepayment; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $250,000 in the Revolving case of Eurodollar Loans or Term $100,000 in the case of ABR Loans denominated or $100,000 in Dollars the case of Swingline Loans and shall include accrued interest to such date on the amount prepaid, provided that bear interest at no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the Term SOFR Rate Option or Daily Simple SOFR Rate Optionaggregate principal amount of the Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) at least three (3) Business Days prior to if a Eurodollar Loan is prepaid on any day other than the date of prepayment last day of the Revolving Loans denominated in Alternative Currencies that bear interest at Interest Period applicable thereto, the Eurocurrency Rate Option; Borrower shall also pay any amounts owing pursuant to Section 1.14 and (iv) at least three (3) Business Days prior each prepayment in respect of any Loans made pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which a Borrowing shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving applied pro rata among such Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loan.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans, without premium or penalty (other than as provided in Section 4.01(c)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Lead Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any the Term Loans, whether such Term Loans are Initial Term Loans or Incremental Term Loans of a given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, and, in the case of LIBO Rate Term Loans, the specific Borrowing in whole or in partBorrowings pursuant to which made, without premium or penalty which notice shall be given by the Lead Borrower (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment x) prior to the Applicable Administrative Agent not later than 1:00 p.m., 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Term Loans and (iiy) prior to 12:00 Noon (New York City time) at least three (3) Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of the Revolving Loans or Term Loans denominated pursuant to this Section 5.01(a) shall be in Dollars an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that bear interest at if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of LIBO Rate Option Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Lead Borrower shall have no force or Daily Simple SOFR Rate Optioneffect; (iii) at least three each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (3iii) Business Days may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Lead Borrower in the applicable notice of prepayment delivered pursuant to Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfied. (b) In the event (i) of prepayment a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), or (ii) any Lender becomes a Defaulting Lender, Borrowers may, upon five Business Days’ prior written notice from the Lead Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (ivLenders) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of repay all Term Loans, $500,000 together with accrued and (yunpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), so long as the consents, if any, required under Section 13.12(b) in connection with the case of Revolving Loans and Swingline Loans, the lesser of repayment pursuant to clause (Ab) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanhave been obtained.

Voluntary Prepayments. (a) The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Loans in whole or in part, part without premium or penalty (except as set forth in Section 2.12(d))penalty; provided that (i) such notice must be received by the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, 10:00 a.m. (iA) at least one (1) three Business Day Days prior to the any date of prepayment of the Revolving Eurodollar Rate Loans or Term Loans that bear interest at the Base Rate Option; and (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (vB) on the date of prepayment of Swingline Base Rate Loans; (ii) any 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; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of case, if less, the foregoing option in this Section 2.11(a), setting forth entire principal amount thereof then outstanding. Each such notice shall specify the following information: date (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which the Type(s) of Loans to be prepaid and shall not be less than substantially in the form of Exhibit H. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion (x) based on such Lender’s Applicable Percentage in respect of the relevant Facility). 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 Loan shall be accompanied by all accrued interest to the date of prepayment on the amount prepaid, and, in the case of Term Eurodollar Rate Loans, $500,000 and (yany additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.04(a) shall be applied to the principal repayment installments thereof in the case order of Revolving maturity as instructed by the Borrower, or in the absence of any such instruction, in the direct order of maturity, and each such prepayment shall be applied to the Loans and Swingline Loansof the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (b) The Borrower may, upon notice to the lesser of 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 Total Utilization Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of Revolving Commitments or the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 for any Swingline Loan 100,000. Each such notice shall specify the date (which shall be a Business Day) and $500,000 for any Revolving Loanamount 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. If an AutoBorrow Agreement is in effect, each prepayment of a Swing Line Borrowing shall be made as provided in such AutoBorrow Agreement.

Voluntary Prepayments. The Borrower Agent shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower Agent shall give the Administrative Agent at the Notice Office prior to (A) 11:00 A.M. (New York City time) at least one Business Day’s prior written notice of its intent to prepay any ABR Loans and (B) 3:00 P.M. (New York City time) at least three Business Days’ prior written notice of its intent to prepay BSBY Rate Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of BSBY Rate Loans, the specific Borrowing or Borrowings pursuant to which such BSBY Rate Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) each partial prepayment of Revolving Loans pursuant to this Section 5.01 shall be in whole an aggregate principal amount of at least $1,000,000 and integral multiples of $500,000 in excess thereof (or in part, without premium or penalty (except such lesser amount as set forth in Section 2.12(d)is acceptable to the Administrative Agent); provided that if any partial prepayment of BSBY Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of BSBY Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of BSBY Rate Loans (and same shall automatically be converted into a Borrowing of ABR Loans) and any election of an Interest Period with respect thereto given by the Borrower Agent shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans have no force or Term Loans that bear interest at the Base Rate Optioneffect; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; and (iii) at least three (3) Business Days prior subject to the date Section 2.14, each prepayment pursuant to this Section 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans. Any prepayment of a BSBY Rate Loan on a date other than the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) last Business Days prior to the date of prepayment Day of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which then current Interest Period with respect thereto shall be a Business Day, on which the proposed prepayment is subject to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving LoanSection 2.03(g).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(e)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent at its Notice Office written notice of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City time) (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) at least one (1) Business Day prior to the date of such prepayment in the case of Term Loans maintained as Base Rate Loans and (y) prior to 12:00 Noon (New York City time) at least three (3) Business Days (or such later period as the Administrative Agent may agree to in its sole and absolute discretion) prior to the date of such prepayment in the case of LIBO Rate Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of LIBO Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of LIBO Rate Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the event (i) of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders (or, the Required Term Lenders, as applicable) as (and to the extent) provided in Section 13.12 or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon three (3) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12, so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12 in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto). (c) The Borrower shall have the right at any time and from time to time to prepay prepay, without premium or penalty, any Borrowing Revolving Borrowing, in whole or in part, without premium or penalty subject to the requirements of Sections 5.02(l) and (except as set forth in Section 2.12(d)m); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of each partial prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment in an amount that is to be made; (B) a statement indicating the application an integral multiple of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loan100,000.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) an Authorized Representative of the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at the Notice Office (ix) at least one Business Day's prior written notice (1or telephonic notice promptly confirmed in writing) Business Day prior to the date of prepayment of the Borrower's intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, whether Revolving Loans or Term Swingline Loans that bear interest at shall be prepaid, the Base Rate Optionamount of such prepayment and the Type of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) each prepayment shall be in an aggregate principal amount of at least three $1,000,000 (3) Business Days prior to or $100,000 in the date case of Swingline Loans), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optioneffect; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at least three (3) Business Days prior the Borrowers' election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the date of prepayment of the Revolving Loans denominated of a Defaulting Lender. (b) In the event of certain refusals by a Lender as provided in Alternative Currencies that bear interest Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days' written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Eurocurrency Rate Option; Notice Office (ivwhich notice the Administrative Agent shall promptly transmit to each of the Lenders) at least three (3) Business Days prior repay all Revolving Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (vrequirements of, said Section 13.12(b) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: so long as (A) the date, Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be a Business Day, on which deemed modified to reflect the proposed prepayment is to be made; changed Commitments) and (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xconsents required by Section 13.12(b) in connection with the case of Term Loans, $500,000 and repayment pursuant to this clause (yb) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanhave been obtained.

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the i) such Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., New York City prior to 3:00 P.M. (Local Time, ) at the applicable Notice Office (iA) at least one (1) Business Day Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to the date of prepayment of the Revolving 2:30 P.M. (Local Time) on such Business Day) and Canadian Prime Rate Loans or Term Loans that bear interest at the Base Rate Option; and (iiB) at least three (3) Business Days Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to the date of prepayment of the Revolving prepay Euro Rate Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of other than Euro Denominated Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline CDOR Rate Loans; (Cii) which notice (A) shall specify whether US A Term Loans, Canadian A Term Loans, Incremental Term Loans under a statement indicating the application of the prepayment among given Tranche, Revolving Loans, Canadian Revolving Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option appliesor Swingline Loans shall be prepaid, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, the Types of Loans to be prepaid and, in the case of Euro Rate Loans (other than Euro Denominated Swingline Loans) and CDOR Rate Loans, the specific Borrowing or Borrowings pursuant to which such Euro Rate Loans or CDOR Rate Loans were made, and (B) the Administrative Agent shall promptly transmit to each of the Lenders (or in the case of a prepayment of a Swingline Loan, to the Swingline Lender); (iii) each partial prepayment shall be in an aggregate principal amount of at least $1,000,000 (taking the Dollar Equivalent of any amounts to be prepaid in an Alternate Currency) (or $250,000 in the case of Swingline Loans (taking the Dollar Equivalent of any Euro Denominated Swingline Loans) or, in the case of Incremental Term Loans of a given Tranche, the minimum principal amount set forth in the Incremental Term Loan Commitment Agreement for such Tranche), provided that if any partial prepayment of Euro Rate Loans or CDOR Rate Loans made pursuant to any Borrowing shall reduce the outstanding Euro Rate Loans (other than Euro Denominated Swingline Loans) or CDOR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then (A) if such Borrowing is a Borrowing of Eurodollar Loans, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Base Rate Loans and any election of an Interest Period thereafter with respect thereto given by such Borrower shall have no force or effect, (B) if such Borrowing is a Borrowing of CDOR Rate Loans, such Borrowing shall be converted at the end of the then current Interest Period into a Borrowing of Canadian Prime Rate Loans and any election of an Interest Period thereafter with respect thereto given by such Borrower shall have no force or effect, and (C) if such Borrowing is a Borrowing of Alternate Currency Loans under a given Tranche (other than Canadian Loans), the respective Borrower shall cooperate with the Administrative Agent in selecting Interest Periods at the end of the then current Interest Period or Interest Periods so as to align such Borrowing with the Interest Period or Interest Periods applicable to one or more other Borrowings of such Tranche of Alternate Currency Loans; (iv) each prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated among the different Tranches of Term Loans or applied to a single Tranche of Term Loans in each case as Silgan shall specify in the respective notice of prepayment; provided, however, if either Silgan fails to specify how such prepayment is to be allocated or a Default or an Event of Default exists at the time of the respective prepayment, such prepayment shall be allocated among the Tranches of Term Loans on a pro rata basis (with each Tranche of Term Loans to be allocated its Term Loan Percentage of the amount of such prepayment); (v) each prepayment of any Tranche of Term Loans pursuant to this Section 5.01(a) shall be applied to the Term Loan Scheduled Repayments of each such Tranche of Term Loans in direct order of maturity; and (vi) each prepayment in respect of any Tranche of Loans pursuant to this Section 5.01(a) shall be applied pro rata among the Lenders with outstanding Loans of such Tranche; provided that at the respective Revolving Borrower’s or Canadian Revolving Borrower’s election in connection with any prepayment of Revolving Loans or Canadian Revolving Loans pursuant to this Section 5.01(a), as the case may be, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan or Canadian Revolving Loans of a Defaulting Lender. A notice of prepayment of all outstanding Loans pursuant to this Section 5.01(a), delivered by a Borrower contemporaneously with a notice of termination of the Total Unutilized Revolving Loan Commitment and the Total Unutilized Canadian Revolving Loan Commitment pursuant to Section 4.02(a), may state that such notice is conditioned upon the effectiveness of other credit facilities the proceeds of which will be used to refinance in full this Agreement, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, however, any such revocation shall not be less than affect any Borrower’s obligations pursuant to Section 2.11. (xb) In the event of the refusal by a Lender to consent to a proposed change, waiver, discharge or termination with respect to any of the matters described in clauses (i) through (vii), inclusive, of the first proviso in Section 12.12(a) which have been approved by the Required Lenders, the Borrowers shall have the right (subject to the requirements of Section 12.12(b)), upon five (5) Business Days’ prior written notice to the Administrative Agent at the applicable Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) to repay all Loans, together with accrued and unpaid interest, Fees and other amounts (including, without limitation, all obligations under Section 2.11), then owing to such Lender (or, at the Borrowers’ discretion, owing to such Lender solely with respect to the Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with said Section 12.12(b) so long as (A) in the case of Term Loansthe repayment of Revolving Loans of any Revolving Lender pursuant to this Section 5.01(b), $500,000 and the Revolving Loan Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (yat which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), (B) in the case of the repayment of Incremental Term Loans of any Lender under a given Tranche, the Incremental Term Loan Commitment of such Lender under such Tranche is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Incremental Term Loan Commitments of such Tranche), (C) in the case of the repayment of Canadian Revolving Loans and Swingline Loansof any Canadian Revolving Lender pursuant to this Section 5.01(b), the lesser Canadian Revolving Loan Commitment of such Canadian Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (Aat which time Schedule I shall be deemed modified to reflect the changed Canadian Revolving Loan Commitments) and (D) the Total Utilization consents required by Section 12.12(b) in connection with the repayment pursuant to this Section 5.01(b) have been obtained. Each prepayment of Revolving Commitments or any Term Loans pursuant to this Section 5.01(b) shall be applied to reduce the then remaining Term Loan Scheduled Repayments of such Tranche of Term Loans on a pro rata basis (B) $100,000 for any Swingline based upon the then remaining principal amount of such Term Loan and $500,000 for any Revolving LoanScheduled Repayments after giving effect to all prior reductions thereto).

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans, without premium or penalty (other than as provided in Section 4.01(c)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Lead Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any the Term Loans, whether such Term Loans are Initial Term Loans or Incremental Term Loans of a given Tranche, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing in whole or in partBorrowings pursuant to which made, without premium or penalty which notice shall be given by the Lead Borrower (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment x) prior to the Applicable Administrative Agent not later than 1:00 p.m., 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Term Loans and (iiy) prior to 12:00 Noon (New York City time) at least three (3) Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of the Revolving Loans or Term Loans denominated pursuant to this Section 5.01(a) shall be in Dollars an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that bear interest at if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of LIBO Rate Option Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Lead Borrower shall have no force or Daily Simple SOFR Rate Optioneffect; (iii) at least three each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (3iii) Business Days may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Lead Borrower in the applicable notice of prepayment delivered pursuant to Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Lead Borrower (by written notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfied. (b) In the event (i) of prepayment a refusal by a Lender to consent to certain proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), or (ii) any Lender becomes a Defaulting Lender, Borrowers may, upon five Business Days’ prior written notice from the Lead Borrower to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (ivLenders) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of repay all Term Loans, $500,000 together with accrued and (yunpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b), so long as the consents, if any, required under Section 13.12(b) in connection with the case repayment pursuant to clause (b) have been obtained. Each prepayment of Revolving any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans and Swingline Loans, on a pro rata basis (based upon the lesser then remaining unpaid principal amounts of (A) Scheduled Repayments of the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanrespective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. The Borrower Subject to the provisions of Section 4.10, the Borrowers shall have the right to prepay the Loans, without premium or penalty (except, if applicable, pursuant to Section 2.15) in whole or in part, at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following informationterms and conditions: (Aa) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application an Authorized Representative of the prepayment between Borrowers shall give the Revolving Loans, Term Loans and Swingline Loans; Administrative Agent prior to 12:00 Noon (CNew York time) a statement indicating at the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than Notice Office at least (x) in the case of Term the prepayment of Eurodollar Rate Loans, $500,000 and three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) or (y) in the case of Revolving Loans and Swingline the prepayment of Base Rate Loans, one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing), in each case, of its intent to prepay such Loans; provided that such notice may state that such notice is conditioned upon the lesser occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied; (b) subject to the requirements of Section 10.06, voluntary prepayments of any Class of Loans made by the Borrowers pursuant to this Section shall be allocated among such Class of Loans (and, in the case of any Class of Term Loans, to the remaining scheduled installments of principal with respect to such Class of Loans) in a manner determined at the discretion of the Borrowers; (c) partial prepayments shall be in an aggregate amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and shall be applied on a pro rata basis to the outstanding amount of the Loans; (d) any notice of prepayment pursuant to this Section 4.01 shall specify (1) the amount of such prepayment, (2) the prepayment date, (3) the Class of Loans to be prepaid and (4) the allocation of the amount specified pursuant to clause (1) among the Loans specified pursuant to clause (3) and which notice the Administrative Agent shall promptly transmit to each of the applicable Lenders; and (e) at the time of any prepayment of the Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrowers shall pay the amounts, if any, required to be paid pursuant to Section 2.09. (f) Notwithstanding the foregoing (and as provided in clause (A) of the Total Utilization proviso to Section 2.14(a)), the Borrowers may not prepay Extended Loans of Revolving Commitments any Extension Series unless such prepayment is accompanied by a pro rata repayment of Existing Loans of the Specified Existing Class of the Existing Loans from which such Extended Loans were converted (or (B) $100,000 for any Swingline Loan such Existing Loans have otherwise been repaid and $500,000 for any Revolving Loanterminated in full).

Voluntary Prepayments. The Borrower shall have the right at any time and to prepay Loans in whole or in part from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) upon providing at least three (3) Business Days prior Days' notice to the date of Agent (which notice may be waived by the Agent) other than in connection with Revolving Loans; PROVIDED, HOWEVER, that (i) each partial prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of other than Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be in a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total minimum principal amount of such prepayment, which shall not be less than $2,000,000 (x) in the case of Term Loans, or $500,000 and (y) in the case of Revolving Loans Loans) and Swingline integral multiples of $100,000 in excess thereof (or the then remaining principal balance of the Revolving Loans, the lesser Tranche A Term Loan or the Tranche B Term Loan, as applicable, if less) and (ii) any prepayment of (A) the Total Utilization of Revolving Commitments Tranche A Term Loan or (B) $100,000 for any Swingline the Tranche B Term Loan shall be applied ratably to the Tranche A Term Loan and $500,000 for the Tranche B Term Loan, with, in each case, 25% of such prepayment being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such prepayment being applied ratably to the remaining Principal Amortization Payments thereof. Subject to the foregoing terms, amounts prepaid under this Section 3.3 (a) shall be applied as the Borrower may elect; PROVIDED that if the Borrower shall fail to specify with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to Revolving Loans and then ratably to the Tranche A Term Loan and the Tranche B Term Loan, in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(a) shall be subject to Section 3.12, but otherwise without premium or penalty, and, in the case of Eurodollar Loans, shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m.at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Term SOFR Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Term Loans and (iiy) prior to 12:00 Noon (New York City time) at least three (3) U.S. Government Securities Business Days prior to the date of such prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term LoansSOFR Term Loans (or, $500,000 and (y) in the case of Revolving clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of Term SOFR Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Term SOFR Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of Term SOFR Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and Swingline any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the lesser occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (Aby written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the Total Utilization event (i) of Revolving Commitments a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), or (Bii) $100,000 for any Swingline Lender becomes a Defaulting Lender, the Borrower may, upon five (5) Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan and $500,000 for any Revolving Loanpursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing the Loans made to it, in whole or in part, without premium or penalty (penalty, except as set forth otherwise provided in Section 2.12(d)); provided that this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Loans pursuant to this Section 4.01(a), whether such Loans are Term Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such Loans were made, which notice shall be given by the Borrower prior to 1:00 p.m., P.M. (New York City Time, time) (ix) at least one (1) on the same Business Day prior to of such prepayment in the date case of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Loans and (iiy) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall promptly be transmitted by the Administrative Agent to each of the Banks; (ii) each prepayment pursuant to this Section 4.01(a) shall be in an aggregate principal amount of (A) at least $5,000,000 or in any multiple of $1,000,000 in excess thereof in the case of Eurodollar Loans and (B) at least $500,000 or any multiple of $100,000 in excess thereof in the case of Base Rate Loans; provided, that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the Revolving aggregate principal amount of the Eurodollar Loans or Term Loans denominated in Dollars that bear interest at outstanding pursuant to such Borrowing to an amount less than the Term SOFR Rate Option or Daily Simple SOFR Rate OptionMinimum Borrowing Amount applicable thereto; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided, that at least three (3) Business Days prior to the date of Borrower's election in connection with any prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest pursuant to this Section 4.01(a), such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank at any time when the Eurocurrency Rate Optionaggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's RL Percentage of all Revolving Loans then outstanding; (iv) at least three each prepayment of Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Repayments in inverse order of maturity. (3b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Bank as provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days Days' prior written notice to the date of prepayment Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (vBanks) on the date of prepayment of Swingline to repay all Loans, together with accrued and unpaid interest, Fees and all other amounts due and owing to such Bank in each case of the foregoing option in this accordance with said Section 2.11(a12.12(b), setting forth the following information: so long as (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loansthe repayment of Revolving Loans of any RL Bank pursuant to this clause (b), $500,000 the Revolving Loan Commitment of such RL Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (yB) in the case of Revolving the repayment of Loans and Swingline Loansof any Bank, the lesser of consents required by Section 12.12(b) in connection with the repayment pursuant to this clause (Ab) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanshall have been obtained.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m.at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by the Borrower (x) prior to 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Term Loans and (iiy) prior to 12:00 Noon (New York City time) at least three (3) Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of the Revolving Loans or Term Loans denominated pursuant to this Section 5.01(a) shall be in Dollars an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that bear interest at if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of LIBO Rate Option Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or Daily Simple SOFR Rate Optioneffect; (iii) at least three each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (3iii) Business Days may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by the Borrower in the applicable notice of prepayment delivered pursuant to Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the date of prepayment of specified effective date) if such condition is not satisfied. (b) In the Revolving Loans denominated in Alternative Currencies that bear interest event (i) a Lender is a non-consenting Lender, or (ii) any Lender becomes a Defaulting Lender, the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Eurocurrency Rate Option; Notice Office (ivor such shorter notice as may be agreed by the Administrative Agent) at least three (3) Business Days prior repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loansrequirements of, in each case of the foregoing option in this Section 2.11(a13.12(b), setting forth the following information: (A) the dateso long as, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loansany repayment pursuant to clause (i) hereof, $500,000 and (ythe consents, if any, required under Section 13.12(b) in connection with the case repayment pursuant to such clause (i) have been obtained. Each prepayment of Revolving any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans and Swingline Loans, on a pro rata basis (based upon the lesser then remaining unpaid principal amounts of (A) Scheduled Repayments of the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanrespective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans comprising the same Borrowing, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at the Notice Office (ix) at least one Business Day’s prior written notice (1or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Day Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the date amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Revolving Loans or Term Loans that bear interest at the Base Rate OptionLenders; (ii) each partial prepayment of Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least three $1,000,000 (3) Business Days prior or such lesser amount as is acceptable to the date Administrative Agent); provided, that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect and (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans shall be applied pro rata among the Loans. Each notice delivered by the Borrower pursuant to this Section 4.01(a) shall be irrevocable; provided, that a notice of prepayment of all Loans then outstanding may state that such notice is conditioned upon the Revolving Loans receipt of proceeds from the incurrence or Term Loans denominated issuance of Indebtedness or equity interests or the effectiveness of other credit facilities. (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Dollars that bear interest Section 13.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; Notice Office (iiiwhich notice the Administrative Agent shall promptly transmit to each of the Lenders) at least three repay all Loans of such Lender, together with accrued and unpaid interest and other amounts (3including all amounts, if any, owing pursuant to Section 1.11) Business Days prior owing to such Lender in accordance with, and subject to the date of prepayment of requirements of, said Section 13.12(b) so long as the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loansconsents, in each case of the foregoing option in this if any, required by Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x13.12(b) in connection with the case of Term Loans, $500,000 and repayment pursuant to this clause (yb) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanshall have been obtained.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Lead Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any Borrowing in whole all of the Term Loans, or in partthe case of any partial prepayment, without premium the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or penalty Borrowings pursuant to which made, which notice shall be given by Lead Borrower (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment x) prior to the Applicable Administrative Agent not later than 1:00 p.m., 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Term Loans and (iiy) prior to 12:00 Noon (New York City time) at least three (3) Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of the Revolving Loans or Term Loans denominated pursuant to this Section 5.01(a) shall be in Dollars an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that bear interest at if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of LIBO Rate Option Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Lead Borrower shall have no force or Daily Simple SOFR Rate Optioneffect; (iii) at least three each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (3iii) Business Days may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfied. (b) In the event (i) of prepayment of a refusal by a Lender to consent to proposed changed, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Revolving Loans denominated Required Lenders as (and to the extent) provided in Alternative Currencies that bear interest Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Lead Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Eurocurrency Rate Option; Notice Office (ivor such shorter notice as may be agreed by the Administrative Agent) at least three (3) Business Days prior repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loansrequirements of, in each case of the foregoing option in this Section 2.11(a13.12(b), setting forth the following information: (A) the dateso long as, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loansany repayment pursuant to clause (i) hereof, $500,000 and (ythe consents, if any, required under Section 13.12(b) in connection with the case repayment pursuant to such clause (i) have been obtained. Each prepayment of Revolving any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans and Swingline Loans, on a pro rata basis (based upon the lesser then remaining unpaid principal amounts of (A) Scheduled Repayments of the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanrespective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the i) Borrower shall deliver give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Applicable Administrative Agent not later than 1:00 p.m.Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Term Benchmark Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Term Loans and (iiy) prior to 12:00 Noon (New York City time) at least three (3) Business Days prior to the date of such prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term LoansBenchmark Term Loans (or, $500,000 and (y) in the case of Revolving clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; provided that in the event of a voluntary prepayment to be made on the Amendment No. 2 Effective Date, the notice of such prepayment may be delivered one Business Day prior to the Amendment No. 2 Effective Date; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of Term Benchmark Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Term Benchmark Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of Term Benchmark Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and Swingline any election of an Interest Period with respect thereto given by Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the lesser effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (Aby written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the Total Utilization event (i) of Revolving Commitments a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (Bii) $100,000 for any Swingline Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan and $500,000 for any Revolving Loanpursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty except as provided by law and except as set forth below in clause (f), in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the a) Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) its Notice Office at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days prior of its intent to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term prepay such Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which notice the Administrative Agent shall not promptly transmit to each of the Lenders; (b) each prepayment shall be less in an aggregate principal amount of at least $1,000,000 or such lesser amount of a Loan which is outstanding; (c) at the time of any prepayment of Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, Borrower shall pay the amounts required pursuant to Section 1.10, together with accrued and unpaid interest on the amount being prepaid; (xd) Borrower may, upon five Business Days’ written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), prepay all Loans, together with accrued and unpaid interest and other amounts owing to the Lender; (e) except as expressly provided in the case preceding clause (d), each prepayment shall be applied pro rata among the Loans; and (f) if such prepayment is made on or prior to the second anniversary of Term Loansthe Closing Date, $500,000 and (y) in Borrower shall pay a prepayment premium equal to 10% of the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanprincipal amount being prepaid.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, prior to 12:00 noon at the Notice Office prior written notice (ix) at least one (1) on the same Business Day prior to (or telephonic notice promptly confirmed in writing) in the date case of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Loans and (iiy) at least three (3) Business Days prior in the case of LIBOR Loans, of its intent to the date prepay any Loans, which notice (in each case) shall specify whether Incremental Term Loans (including which Class of prepayment of the Term Loans), Revolving Loans or Term Swingline Loans denominated shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in Dollars that bear interest at the Term SOFR Rate Option case of LIBOR Loans, the specific Borrowing or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior Borrowings pursuant to which such LIBOR Loans were made, and which notice the date Administrative Agent shall, except in the case of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of a prepayment of Swingline Loans, in promptly transmit to each case of the foregoing option in Lenders; provided that a notice of prepayment under this Section 2.11(a), setting forth 5.01 (i) may state that such notice is conditional upon the following information: effectiveness of the receipt of proceeds from the issuance of other Indebtedness or Capital Stock or consummation of an asset sale or the occurrence of other events in which case such notice of prepayment may be rescinded by the Borrower (Aby notice to the Administrative Agent on or prior to the specified date of prepayment) the date, which if such condition is not satisfied; (ii) (x) each partial prepayment of Incremental Term Loans pursuant to this Section 5.01 shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total in an aggregate principal amount of at least $5,000,000 (or such prepaymentlesser amount as is reasonably acceptable to the Administrative Agent in any given case), which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case each partial prepayment of Revolving Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $5,000,000 (or such lesser amount as is reasonably acceptable to the Administrative Agent in any given case) and (z) each partial prepayment of Swingline Loans, Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is reasonably acceptable to the lesser Administrative Agent in any given case); (iii) except for prepayments made with proceeds of (A) Other Revolving Loans or loans made pursuant to Replacement Revolving Loan Commitments at the Total Utilization time of the establishment of Other Revolving Commitments or Replacement Revolving Loan Commitments, as the case may be, pursuant to Section 2.17, which Loans shall be used first to refinance the outstanding Revolving Loans being refinanced on a basis so that, after giving effect thereto, the outstandings of each Revolving Lender are in accordance with its Revolving Percentages, each prepayment of Revolving Loans pursuant to this Section 5.01 shall be made in proportion to the outstanding principal of Revolving Loans of the various Revolving Lenders, so that each Revolving Lender’s outstandings pursuant to its Revolving Loan Commitments reflect its respective Revolving Percentages as from time to time in effect and (Biv) $100,000 for each prepayment pursuant to this Section 5.01 in respect of any Swingline Loan and $500,000 for any Revolving LoanLoans made pursuant to a Borrowing shall be applied pro rata among such Loans.

Voluntary Prepayments. (a) The Borrower shall have the right at any time and to prepay Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (i) The Borrower shall give the Agent prior to 10:00 a.m. (New York time) at its Notice Office at least three Business Days' prior written notice in the case of Eurodollar Loans and one Business Day's prior written notice in the case of Base Rate Loans of its intent to prepay the Loans, whether A Term Loans, B Term Loans, Acquisition Loans or Revolving Loans shall be prepaid (which Loans may be selected at the discretion of the Borrower subject to any limitations contained in clauses (ii) through (vi) below), the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Agent shall promptly transmit to each of the Banks; (ii) each prepayment shall be in whole or an aggregate principal amount of at least the applicable Minimum Borrowing Amount and, if greater, in part, without premium or penalty (except as set forth in Section 2.12(d))integral multiples of $100,000; provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of no partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding Loans or Term Loans that bear interest at made pursuant to such Borrowing to an amount less than the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; Minimum Borrowing Amount; (iii) at least three (3) Business Days prior no prepayments of Eurodollar Loans made pursuant to this Section 3.01 may be made on a day other than the date last day of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; an Interest Period applicable thereto; (iv) at least three (3) Business Days prior each prepayment in respect of any Loans made pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which a Borrowing shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline applied pro rata among such Loans; (Cv) each prepayment of Term Loans or Acquisition Loans pursuant to this Section 3.01 must consist of a statement indicating prepayment of A Term Loans (in an amount equal to the application A TL Percentage of such prepayment), B Term Loans (in an amount equal to the B TL Percentage of such prepayment) and Acquisition Loans (in an amount equal to the Acquisition TL Percentage of such prepayment); provided, however, prior to the Acquisition Loan Termination Date a prepayment among of Acquisition Loans shall not be required to which the Base Rate Option applies, be accompanied by a prepayment of Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies Loans and the Eurocurrency Rate Option appliesa prepayment of Term Loans shall not be required to be accompanied by a prepayment of Acquisition Loans; and (Dvi) each prepayment of Acquisition Loans after the Currency Acquisition Loan Termination Date and each prepayment of such Loan and total Term Loans pursuant to this Section 3.01 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche being repaid on a pro rata basis (based upon the then remaining principal amount of each such prepaymentScheduled Repayment). (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall not be less than have the right, upon five Business Days' prior written notice to the Agent at its Notice Office (xwhich notice the Agent shall promptly transmit to each of the Banks) to repay all Loans, together with accrued and unpaid interest, Fees and all other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loan.accordance with said Section 12.12

Voluntary Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing Borrowing, in whole or in part, without premium upon (i) at least three Business Days’ prior written, fax or penalty other electronically transmitted notice (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than or telephone notice promptly confirmed by written, fax or other electronically transmitted notice) before 1:00 p.m., New York City Timetime, (i) at least one (1) Business Day prior in the case of Eurodollar Loans, to the date of prepayment of the Revolving Loans Administrative Agent or Term Loans that bear interest at the Base Rate Option; (ii) at least three one Business Day prior written, fax or other electronically transmitted notice (3or telephone notice promptly confirmed by written, fax or other electronically transmitted notice) before 1:00 p.m., New York City time, in the case of ABR Loans, to the Administrative Agent; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. (b) Voluntary prepayments of outstanding Term Loans under this Agreement shall be allocated pro rata between the Term Loans and applied in direct order to the next eight scheduled installments of principal due in respect of the Term Loans under Sections 2.11(a)(i) and 2.11(a)(ii), as the case may be, and thereafter pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Sections 2.11(a)(i) and 2.11(a)(ii), as the case may be. (c) Voluntary prepayments of outstanding Revolving Loans under this Agreement shall be applied, first, to prepay outstanding ABR Revolving Loans to the full extent thereof, without a corresponding permanent reduction of the amount of the Revolving Credit Commitments; second, if no ABR Revolving Loans are outstanding, to prepay outstanding Eurodollar Revolving Loans to the full extent thereof, without a corresponding permanent reduction of the amount of the Revolving Credit Commitments; third, if no Revolving Loans are outstanding, to cash collateralize the aggregate undrawn amount of all outstanding Letters of Credit in accordance with Section 2.22(j), without a corresponding permanent reduction of the amount of the Revolving Credit Commitments. (d) Any amounts remaining after the application of voluntary prepayments pursuant to Sections 2.12(b) and 2.12(c) shall be retained by the Borrower to be used for any other purpose permitted under this Agreement. (e) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (subject to the following provisos below) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that if such prepayment is for all of the then outstanding Loans, then the Borrower may revoke such notice and/or extend the prepayment date by not more than one Business Days Day; provided, further, that a notice of voluntary prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness, in which case such notice of prepayment may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to 1:00 p.m., New York City time, on the specified date of prepayment) if such condition is not satisfied; provided, however, that the provisions of Section 2.16 shall apply with respect to any such revocation or extension. All prepayments under this Section 2.12 shall be subject to Section 2.12(f) and to Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of prepayment payment. (f) In the event all or any portion of the Revolving Term Loans (w) are repaid through any voluntary repayments, (x) are repriced (or effectively refinanced) through any waiver, consent or amendment (in each case, in connection with any waiver, consent or amendment to the Term Loans directed at, or the result of which would be, the lowering of the effective interest cost or the weighted average yield of the Term Loans or Term Loans denominated in Dollars the incurrence of any debt financing having an effective interest cost or weighted average yield that bear is less than the effective interest at cost or weighted average yield of the Term SOFR Rate Option or Daily Simple SOFR Rate Option; Loans, (iiiy) at least three are prepaid pursuant to Section 2.13 (3other than (i) Business Days prior to the date of prepayment as a result of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (ivreceipt of Net Cash Proceeds from any Recovery Event to be applied pursuant to Section 2.13(b) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (vii) on the date of prepayment of Swingline LoansSection 2.13(c)) or (z) become due and payable pursuant to Article VII, in each case on or prior to the first anniversary of the foregoing option Closing Date, such repayments or repricings will be made with a prepayment premium in this Section 2.11(a), setting forth an amount equal to the following information: present value of the sum of (AI) the date, which shall be a Business Day, Applicable Margin that would have been payable for Applicable Margin applicable to Term Loans plus (II) the greater of (1) the Applicable Margin “floor” (i.e. 1.00%) and (2) the Applicable Margin (assuming an Interest Period of three months in effect on the date on which the proposed prepayment applicable notice of repayment or repricing is to be made; (B) given), in each case calculated as a statement indicating rate per annum on the application amount of the prepayment between the Revolving Loans, principal of such Term Loans and Swingline Loans; (C) a statement indicating repaid or repriced from the application date of such repayment or repricing until the first anniversary of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and Closing Date plus (DIII) the Currency prepayment premium on the amount of the principal of such Loan Term Loans repaid or repriced that would have been payable on such Term Loans had such repayment or repricing been made after the Closing Date but on or prior to the first anniversary of the Closing Date (in each case, computed on the basis of actual days elapsed over a year of 360 days and total principal amount using a discount rate equal to the Treasury Rate as of such prepaymentrepayment or repricing date plus 50 basis points). After the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, which shall not such repayments or repricings will be less than made with a prepayment premium in an amount equal to (x) in 102% of the case principal amount repaid or repriced if such repayment or repricing occurs after the first anniversary of Term Loansthe Closing Date, $500,000 but on or prior to the second anniversary of the Closing Date and (y) in 101% of the case principal amount repaid or repriced if such repayment or repricing occurs after the second anniversary of Revolving Loans and Swingline Loans, the lesser Closing Date but on or prior to the third anniversary of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving LoanClosing Date.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, prior to 12:00 Noon (iChicago time) at the Notice Office (x) at least one Business Day's prior written notice (1or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Day Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the date amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Revolving Loans or Term Loans that bear interest at the Base Rate OptionLenders; (ii) each partial prepayment of Revolving Loans pursuant to this Section 4.1(a) shall be in an aggregate principal amount of at least three $500,000 (3) Business Days prior or such lesser amount as is acceptable to the date of Administrative Agent), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest period with respect thereto given by the Borrower shall have no force or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optioneffect; (iii) at least three (3) Business Days prior to the date time of prepayment of Eurodollar Loans pursuant to this Section 4.1 on any date other than the Revolving Loans denominated in Alternative Currencies that bear interest at last day of the Eurocurrency Rate OptionInterest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; and (iv) at least three (3each prepayment pursuant to this Section 4.1(a) Business Days prior in respect of any Loans made pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies a Borrowing shall be applied pro rata among such Loans, provided that bear interest at the Daily Simple RFR Option; or (v) on the date of Borrower's election in connection with any prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans pursuant to this Section 4.1(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and Swingline to the extent) provided in Section 13.12(b), the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the lesser of requirements of, said Section 13.12(b) so long as (AI) the Total Utilization Commitment of Revolving Commitments or such Lender is terminated concurrently with such repayment pursuant to Section 3.2(b) (Bat which time Schedule I shall be deemed modified to reflect the changed Commitment), (II) $100,000 for any Swingline Loan such Lender's RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and $500,000 for any Revolving Loanthe Issuing Lender and (III) the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained.

Voluntary Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Term Loans in whole or in part, part without premium or penalty (except as set forth in Section 2.12(d))penalty; provided that (i) such notice must be in the Borrower shall deliver form of a Notice of Loan Prepayment to and be received by the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, 11:00 a.m. (iA) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the any date of prepayment of the Revolving Eurodollar Rate Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; and (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (vB) on the date of prepayment of Swingline Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of Five Million and No/100 Dollars ($5,000,000.00) or a whole multiple of One Million and No/100 Dollars ($1,000,000.00) in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of Five Hundred Thousand and No/100 Dollars ($500,000.00) or a whole multiple of One Hundred Thousand and No/100 Dollars ($100,000.00) in excess thereof or, in each case of the foregoing option in this Section 2.11(a)case, setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option appliesif less, the Daily Simple RFR Option applies entire principal amount thereof then outstanding. Each such notice shall specify the date and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xprepayment and the Type(s) in the case of Term LoansLoans to be prepaid and, $500,000 and (y) in the case of Revolving if Eurodollar Rate Loans and Swingline Loansare to be prepaid, the lesser 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 the applicable Term Loan 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 Loan Prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other transactions, in which case such notice may be revoked by the Borrower (Aby notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the Total Utilization amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Term Loans of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanthe Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in partTerm Loans, without premium or penalty (Revolving Credit Loans, Extended Revolving Credit Loans and Additional/Replacement Revolving Credit Loans and Swingline Loans, without, except as set forth in Section 2.12(d5.1(b)); provided that , premium or penalty, in whole or in part from time to time on the following terms and conditions: (1) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and in the case of Eurodollar Loans, the specific Borrowing(s) pursuant to which made, which notice shall be in the form attached hereto as Exhibit N and be given by the Borrower no later than 1:00 p.m., p.m. (New York City Time, time) (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (vx) on the date of such prepayment (in the case of ABR Loans, including Swingline Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans), and, in each case, the Administrative Agent shall promptly notify each of the relevant Lenders or the relevant Swingline Lender, as the case may be, (2) each partial prepayment of any Borrowing of Term Loans or Revolving Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which Loans shall be in a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application multiple of the prepayment between the Revolving Loans, Term Loans $100,000 and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such prepaymentBorrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans and (3) any prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. Each prepayment in respect of any Class of Term Loans pursuant to this Section 5.1 shall be applied to reduce the Repayment Amounts in such order as the Borrower may determine and may be applied to any Class of Term Loans as directed by the Borrower. For the avoidance of doubt, the Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 5.1 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 5.1 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Borrower does not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the Repayment Amounts in direct order of maturity and/or a pro rata basis among Term Loan Classes. All prepayments under this Section 5.1 shall also be subject to the provisions of Sections 5.2(d) and 5.2(e). At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be less than applied to any Loan of a Defaulting Lender. (b) Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing Transaction with respect to the 2019 Incremental Term Loans (including any Incurrence of Incremental Term Loans pursuant to the proviso of Section 2.14(b) in respect of Initial2019 Incremental Term Loans) that is consummated prior to the six-monthtwelve-month anniversary of the SecondThird Incremental Agreement Effective Date (the “Prepayment Premium Period”), the Borrower agrees to pay to the Administrative Agent, for the ratable account of each Lender with outstanding Initial2019 Incremental Term Loans, a fee in an amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition thereof, the aggregate principal amount of all Initial2019 Incremental Term Loans, $500,000 Loans prepaid (or converted or exchanged) in connection with such Repricing Transaction and (y) in the case of Revolving Loans and Swingline Loansa Repricing Transaction described in clause (b) of the definition thereof, the lesser aggregate principal amount of (A) all Initial2019 Incremental Term Loans outstanding on such date that are subject to an effective pricing reduction pursuant to such Repricing Transaction. Such fees shall be due and payable upon the Total Utilization date of Revolving Commitments or (B) $100,000 for any Swingline Loan the effectiveness of such Repricing Transaction. For the avoidance of doubt, on and $500,000 for any Revolving Loanafter the date that is sixtwelve months following the SecondThird Incremental Agreement Effective Date, no fee shall be payable pursuant to this Section 5.1(b).

Voluntary Prepayments. The Borrower shall have the right at any time and to prepay the Loans, without premium or penalty, in whole or in part from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at the Notice Office (ix) at least one Business Day’s prior written notice (1or telephonic notice promptly confirmed in writing) Business Day prior of its intent to prepay Base Rate Loans (or same day notice in the date case of a prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Swingline Loans) and (iiy) at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days prior of its intent to the date of prepayment of the prepay Eurodollar Loans, which notice (in each case) shall specify whether Revolving Loans or Term Swingline Loans denominated shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in Dollars that bear interest at the Term SOFR Rate Option case of Eurodollar Loans, the specific Borrowing or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior Borrowings pursuant to which such Eurodollar Loans were made, and which notice the date Administrative Agent shall, except in the case of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of a prepayment of Swingline Loans, in promptly transmit to each case of the foregoing option in Lenders and (ii) each partial prepayment of Revolving Loans pursuant to this Section 2.11(a), setting forth the following information: (A) the date, which 5.01 shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total in an aggregate principal amount of at least $1.0 million (or such prepaymentlesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), which provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be less than continued as a Borrowing of Eurodollar Loans (xand same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect and (iii) each prepayment pursuant to this Section 5.01 in the case respect of Term any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, $500,000 and (y) provided that at the Borrower’s election in the case connection with any prepayment of Revolving Loans and Swingline Loanspursuant to this Section 5.01, the lesser such prepayment shall not, so long as no Default or Event of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for Default then exists, be applied to any Revolving LoanLoan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing Loans may be repaid in whole or in part, part without premium or penalty (except as set forth except, in the case of Loans other than Base Rate Loans, amounts payable pursuant to Section 2.12(d)3.05); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, that: (i) in the case of Loans other than Swingline Loans, (A) notice thereof must be received by 12:00 noon by the Administrative Agent at least one least (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Fixed LIBOR Rate Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; Dollars, and shall be in a minimum principal amount of $1 million and whole multiples of $1 million; (iii2) at least three (3) four Business Days prior to the date of prepayment of the Revolving Fixed LIBOR Rate Loans denominated in Alternative Currencies that bear interest at currencies other than Dollars and Special Notice Currencies, and shall be a minimum principal amount of the Eurocurrency Rate Option; (iv) at least three equivalent of €1 million and whole multiples of €1 million; (3) five Business Days prior to the date of prepayment of the Revolving Fixed LIBOR Rate Loans denominated in Alternative Currencies that bear interest at Special Notice Currencies, and shall be in a minimum principal amount of the Daily Simple RFR Optionequivalent of €1 million and whole multiples of €1 million; (4) one Business Day prior to of the date of prepayment of Base Rate Loans, and shall be in a minimum principal amount of $1 million and whole multiples of $1 million; or and or, in any such case, the entire remaining principal amount thereof, if less; (vii) in the case of USD Swingline Loans, (A) notice thereof must be received by the USD Swingline Lender by 2:00 p.m. on the date of prepayment of Swingline Loans, in each case of (with a copy to the foregoing option in this Section 2.11(aAdministrative Agent), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; and (B) a statement indicating any such prepayment shall be in the application of same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the prepayment between the Revolving Loans, Term Loans and USD Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option appliesLender); and (Diii) [Reserved]; Each such notice of voluntary prepayment hereunder shall be irrevocable and shall specify the Currency date and amount of prepayment and the Loans and Type(s) of Loans that are being prepaid and, if Fixed LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loan and total principal amount Loans. The Administrative Agent will give prompt notice to the applicable Lenders of such prepayment, which shall not be less than (x) in any prepayment on the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loansthe Lender’s interest therein. If such notice is given by a Borrower, such Borrower shall make such prepayment and the lesser payment amount specified in such notice shall be due and payable on the date specified therein. Prepayments of (A) Fixed LIBOR Rate Loans hereunder shall be accompanied by accrued interest on the Total Utilization of Revolving Commitments amount prepaid and breakage or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanother amounts due, if any, under Section 3.05.

Voluntary Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing the Loans made to it, in whole or in part, without premium or penalty (penalty, except as set forth otherwise provided in Section 2.12(d)); provided that this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall deliver a give the Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of Prepayment its intent to prepay such Loans, whether such Loans are Revolving Loans or Swingline Loans, the Applicable Administrative Agent not later than 1:00 p.m.amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 11:00 A.M. (New York City Time, time) (ix) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Loans, (iiy) on the date of such prepayment in the case of Swingline Loans and (z) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall, except in the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment case of Swingline Loans, in promptly be transmitted by the Agent to each case of the foregoing option Banks; (ii) each prepayment shall be in this Section 2.11(a), setting forth the following information: an aggregate principal amount of (A) at least $1,000,000 in the date, which shall be a Business Day, on which the proposed prepayment is to be made; case of Eurodollar Loans and (B) a statement indicating at least $500,000 in the application case of Base Rate Loans (or $100,000 in the prepayment between the Revolving Loans, Term Loans and case of Swingline Loans; (C) ); provided, that no partial prepayment of Eurodollar Loans made pursuant to a statement indicating Borrowing shall reduce the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total aggregate principal amount of the Eurodollar Loans outstanding pursuant to such prepaymentBorrowing to an amount less than the Minimum Borrowing Amount applicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; provided, which that at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not be less than applied to any Revolving Loans of a Defaulting Bank. (xb) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks) to repay all Revolving Loans of such Bank, together with accrued and unpaid interest, Fees and all other amounts due and owing to such Bank in accordance with said Section 12.12(b), so long as (A) in the case of Term Loansthe repayment of Revolving Loans of any Bank pursuant to this clause (b), $500,000 the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (yB) in the case of the repayment of Revolving Loans and Swingline Loansof any Bank, the lesser of consents required by Section 12.12(b) in connection with the repayment pursuant to this clause (Ab) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanshall have been obtained.

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay its respective Loans, without premium or penalty (other than as set forth in clause (vi) of this Section 5.01(a)), in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the i) such Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at the Notice Office (ix) at least one Business Day’s prior written notice (1or telephonic notice promptly confirmed in writing) Business Day prior of its intent to prepay Base Rate Loans (or same day notice in the date case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the Revolving Loans or Term Loans that bear interest at the Base Rate Option; case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (iiy) at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days prior of its intent to the date of prepayment of the prepay LIBOR Loans or Canadian CDOR Rate Loans, which notice (in each case) shall specify whether A Term Loans, B Term Loans, 2016 Revolving Loans, 2017 Revolving Loans or Term Swingline Loans denominated shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in Dollars that bear interest at the Term SOFR case of LIBOR Loans or Canadian CDOR Rate Option Loans, the specific Borrowing or Daily Simple SOFR Borrowings pursuant to which such LIBOR Loans or Canadian CDOR Rate Option; (iii) at least three (3) Business Days prior to Loans were made, and which notice the date Administrative Agent shall, except in the case of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of a prepayment of Swingline Loans, in promptly transmit to each case of the foregoing option in Lenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 2.11(a5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case), setting forth the following information: (Ay) the date, which each partial prepayment of 2016 Revolving Loans or 2017 Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $500,000 or $500,000 Canadian Dollars, as applicable, (or such lesser amount as is acceptable to the Administrative Agent) and (z) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 or $100,000 Canadian Dollars (or such lesser amount as is acceptable to the Administrative Agent in any given case), provided that (x) if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Business DayBorrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrowers shall have no force or effect and (y) if any partial prepayment of Canadian CDOR Rate Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Canadian CDOR Rate Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, on which then such Borrowing may not be continued as a Borrowing of Canadian CDOR Rate Loans (and same shall automatically be converted into a Borrowing of Canadian Prime Rate Loans) and any election of an Interest Period with respect thereto given by the proposed Borrowers shall have no force or effect; (iii) each prepayment is pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing by the U.S. Borrower or any Canadian Borrower shall be made; (B) a statement indicating the application applied pro rata among such Loans of the U.S. Borrower or any Canadian Borrower, respectively, provided that at the relevant Borrower’s election in connection with any prepayment between of 2016 Revolving Loans or 2017 Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any 2016 Revolving Loan 2017 Revolving Loan, as applicable, of a Defaulting Lender; (iv) each voluntary prepayment of Term Loans pursuant to this Section 5.01(a) shall be applied to the Revolving Loans, A Term Loans and Swingline Loans;B Term Loans as directed by the U.S. Borrower; (v) each prepayment of A Term Loans and B Term Loans pursuant to this Section 5.01(a) shall reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans as directed by the U.S. Borrower; and (vi) any prepayment of B Term Loans made during the period commencing on the Sixth Amendment Completion Date and ending on the date occurring two years following the Sixth Amendment Completion Date shall be accompanied by the payment of the fee described in Section 4.01(f). For the avoidance of doubt, prior to the 2016 Revolving Loan Maturity Date, the amount of any prepayment of Revolving Loans elected to be made by the Borrowers pursuant to Section 5.01 shall be allocated among the Revolving Loans of each Lender pro rata based on each such Lender’s RL Percentage without regard to the tranche of the Revolving Loan Commitments held by such Lender. (Cb) In the event of certain refusals by a statement indicating Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the application Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrowers may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the prepayment among Lenders), repay all Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and total principal amount of unpaid interest, Fees and all other amounts then owing to such prepaymentLender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, which shall not be less than and subject to the requirements of, said Section 13.12(b), so long as (xA) in the case of Term Loansthe repayment of Revolving Loans of any Lender pursuant to this clause (b), $500,000 (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the case of Revolving Loans Administrative Agent and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or respective Issuing Lenders and (B) $100,000 for any Swingline Loan the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of A Term Loans and $500,000 for any Revolving LoanB Term Loans pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the respective Tranche of Term Loans on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment of the respective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. The Borrower Borrowers shall have the right at any time and from time to time to prepay any Borrowing of their Loans, in whole or in part, without premium or penalty (except as set forth in Section 2.12(dspecified below)); provided that , from time to time on the Borrower following terms and conditions: (a) the Borrowers shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m.at the Notice Office written or telephonic notice (in the case of telephonic notice, New York City Timepromptly confirmed in writing if so requested by the Administrative Agent) of its intent to prepay the Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be received by the Administrative Agent by (i) 12:00 noon (local time at least the Notice Office) three Business Days prior to the date of such prepayment, in the case of any prepayment of Eurodollar Loans, or (ii) 12:00 noon (local time at the Notice Office) one (1) Business Day prior to the date of such prepayment, in the case of any prepayment of the Revolving Base Rate Loans or Term Loans that bear interest at Swing Line Loans, and which notice shall promptly be transmitted by the Base Rate Option; (ii) at least three (3) Business Days prior Administrative Agent to the date of prepayment each of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be madeLenders; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xb) in the case of Term prepayment of any Borrowings under the Revolving Facility, each partial prepayment of any such Borrowing shall be in an aggregate principal of at least $2,000,000 or an integral multiple of $1,000,000 in excess thereof, in the case of Base Rate Loans, and at least $1,000,000 or an integral multiple of $500,000 and in excess thereof, in the case of Eurodollar Loans; (yc) in the case of Revolving prepayment of any Borrowings under the Swing Line Facility, each partial prepayment of any such Borrowing shall be in an aggregate principal of at least $500,000 or an integral multiple of $100,000 in excess thereof, provided that no partial prepayment of any Swing Line Loan shall be prepaid, in whole or in part, with proceeds of any other Swing Line Loan; (d) no partial prepayment of any Loans and Swingline made pursuant to a Borrowing shall reduce the aggregate principal amount of such Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (e) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (f) each prepayment of Eurodollar Loans or Swing Line Loans pursuant to this Section 5.2 on any date other than the last day of the Interest Period applicable thereto, in the case of Eurodollar Loans, or the lesser maturity thereof, in the case of (A) Swing Line Loans, as the Total Utilization of Revolving Commitments or (B) $100,000 for case may be, shall be accompanied by any Swingline Loan and $500,000 for any Revolving Loanamounts payable in respect thereof under Section 2.7.

Voluntary Prepayments. The A Borrower shall have the right at any time and to prepay Loans, without premium or penalty, in whole or in part from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the a) such Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest and at the Base Rate Option; Administrative Agent’s Office written notice (iior telephonic notice promptly confirmed in writing) at least three (3) Business Days prior of its intent to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option appliesmake such prepayment, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepaymentprepayment and (in the case of LIBOR Loans or EURIBOR Loans) the specific Borrowing(s) to be prepaid, which notice shall not be less given by such Borrower no later than (xi) in the case of Term EURIBOR Loans, $500,000 10:00 a.m. two Business Days prior to, or (ii) in the case of LIBOR Loans denominated (x) in Dollars, 10:00 a.m. three Business Days, and (y) in the case of Revolving Loans and Swingline Loansan Alternative Currency, 10:00 a.m. five Business Days prior to, the lesser date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (Ab) the Total Utilization each partial prepayment of Revolving Commitments any LIBOR Loans or EURIBOR Loans shall be in an integral multiple of €1,000,000 (Bor its equivalent in an Alternative Currency) and in an aggregate principal amount of at least €5,000,000 (or its equivalent in an Alternative Currency) and each partial prepayment of ABR Loans shall be in an integral multiple of $100,000 for any Swingline Loan and in an aggregate principal amount of at least $500,000 for or, in each case, if less, the entire principal amount thereof then outstanding, provided that no partial prepayment of Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount, and (c) any Revolving Loanprepayment of LIBOR Loans or EURIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the relevant Borrower with the applicable provisions of Section 2.11. Each such prepayment shall be applied to the Lenders’ participation in each such Loan pro rata. At the relevant Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, (itime) at the Notice Office at least one three Business Days’ prior written notice (1or telephonic notice promptly confirmed in writing) Business Day prior of its intent to prepay Loans, which notice shall specify the date amount of such prepayment and the specific Borrowing or Borrowings pursuant to which such Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Revolving Loans or Term Loans that bear interest at the Base Rate OptionLenders; (ii) each partial prepayment of Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least three $1,000,000 (3or such lesser amount as is acceptable to the Administrative Agent in any given case), (iii) Business Days each prepayment pursuant to this Section 5.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (iv) each prepayment of Loans pursuant to this Section 5.01(a) shall be applied to the then outstanding Loans on a pro rata basis. Notwithstanding anything to the contrary contained herein, voluntary prepayments of Loans may not be made on or prior to the date Merger Closing Date without the prior written consent of the Lead Arranger and the First Lien Lead Arrangers. Each notice given pursuant to this Section 5.01(a) shall be irrevocable; provided that a notice of prepayment of Loans may state that the Revolving Loans respective notice is conditioned upon the effectiveness of an issuance of Equity Interests by Holdings or Term Loans denominated one or more issues of Indebtedness, in Dollars that bear interest at which case such notice may be revoked by the Term SOFR Rate Option Borrower (by notice to the Administrative Agent on or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date specified effective date) if such condition is not satisfied. (b) In the event of prepayment certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 14.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Revolving Lenders), repay all Loans denominated of such Lender (including all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior accordance with, and subject to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loansrequirements of, in each case of the foregoing option in this said Section 2.11(a14.12(b), setting forth so long as the following information: (A) the dateconsents, which shall be a Business Dayif any, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xrequired by Section 14.12(b) in connection with the case of Term Loans, $500,000 and repayment pursuant to this clause (yb) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanshall have been obtained.

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the i) Borrower shall deliver a Notice of Prepayment to the Applicable give Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at its Notice Office (ix) at least one (1) Business Day prior to the date of that a prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate OptionLoans is to be made, prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific conversion or conversions pursuant to which made, which notice Administrative Agent shall promptly transmit to each of the Lenders; (ii) each prepayment shall be in an aggregate principal amount of at least three $1,000,000 (3) Business Days prior to or, if less, the date full amount of such outstanding Loans); provided that if any partial prepayment of Eurodollar Loans shall reduce the Revolving outstanding Eurodollar Loans to an amount less than $5,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optioneffect; (iii) at least three (3) Business Days prior prepayments of Eurodollar Loans made pursuant to this Section 2.01 on any day other than the date last day of prepayment of an Interest Period applicable thereto shall be accompanied by the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Optionamounts required under Section 1.10; and (iv) at least three (3) Business Days prior each prepayment in respect of any Loans pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline a Borrowing shall, except as set forth below, be applied pro rata among such Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loan.

Voluntary Prepayments. The US Borrower and the UK Borrower shall have the right at any time to prepay Term Loans, Revolving Credit Loans, Extended Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that a) the US Borrower (on its own behalf and on behalf of the UK Borrower) shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Administrative Agent’s Office (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loansor, in each the case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option appliesLoan, the Daily Simple RFR Option applies and Swingline Lender) written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepaymentprepayment and (in the case of Eurodollar Term Loans, Eurodollar Revolving Credit Loans and Eurodollar Extended Revolving Credit Loans) the specific Borrowing(s) pursuant to which such prepayment shall be applied, which notice shall not be less given by the US Borrower no later than (xi) in the case of Term Loans, $500,000 and Revolving Credit Loans or Extended Revolving Credit Loans, 10:00 a.m. (yLocal Time) one Business Day prior to, or (ii) in the case of Revolving Loans and Swingline Loans, 10:00 a.m. (Local Time) on, the lesser date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders or the Swingline Lender, as the case may be; (Ab) each partial prepayment of any Borrowing of Term Loans, Revolving Credit Loans or Extended Revolving Credit Loans shall be in a multiple of the Total Utilization Dollar Equivalent of Revolving Commitments or (B) $100,000 and in an aggregate principal amount of the Dollar Equivalent of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of the Dollar Equivalent of $100,000 and in an aggregate principal amount of at least the Dollar Equivalent of $100,000; provided, that no partial prepayment of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans; and (c) any Swingline Loan prepayment of Eurodollar Term Loans, Eurodollar Revolving Credit Loans or Eurodollar Extended Revolving Credit Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the US Borrower or the UK Borrower, as the case may be, with the applicable provisions of Section 2.11. Each prepayment in respect of any tranche of Term Loans pursuant to this Section 5.1 shall be (a) applied to Tranche A-1 Term Loans, Tranche A-2 Term Loans, Tranche E Term Loans, Tranche G Term Loans, Tranche H Term Loans or Tranche I Term Loans in such manner as the US Borrower (on its own behalf and $500,000 for any Revolving Loan.on behalf of the UK Borrower) may determine and (b) applied to reduce Tranche X-0 Xxxxxxxxx Xxxxxxx, Xxxxxxx X-0 Repayment Amounts, Tranche E Repayment Amounts, Tranche G Repayment Amounts,

Voluntary Prepayments. A. The Borrower shall have the right at any time and from time to time to prepay the Revolving Loans, any Borrowing of the Term Loans or the Swing Line Loans in any combination, in whole or in part, from time to time, without premium or penalty (except as set forth in Section 2.12(d4.5(c)); provided that , on the following terms and conditions: (i) the Borrower shall deliver a give the Administrative Agent irrevocable written notice at its Notice Office (or telephonic notice promptly confirmed in writing) of Prepayment its intent to prepay the Loans, whether such Loans are Term Loans, Revolving Loans or Swing Line Loans, the amount of such prepayment and the specific Borrowings to which such prepayment is to be applied, which notice shall be given by the Borrower to the Applicable Administrative Agent not later than 1:00 p.m., by 12:00 p.m. (New York City Time, (itime) at least three Business Days prior in the case of Eurocurrency Loans and at least one (1) Business Day prior in the case of Base Rate Loans to the date of such prepayment and which notice shall (except in the case of Swing Line Loans) promptly be transmitted by the Administrative Agent to each of the Revolving Loans or Term Loans that bear interest at the Base Rate Optionapplicable Lenders; (ii) each partial prepayment of any Borrowing (other than a Borrowing of Swing Line Loans) shall be in an aggregate Dollar Equivalent principal amount of at least three (3) Business Days prior $5,000,000 and each partial prepayment of a Swing Line Loan shall be in an aggregate principal amount of at least $500,000; provided, that any partial prepayment of Eurocurrency Loans made pursuant to a single Borrowing that reduces the aggregate principal amount of the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto shall be subject to the date ante-penultimate sentence of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate OptionSection 4.5(a); (iii) at least three (3) Business Days prior Eurocurrency Loans may be prepaid pursuant to this Section 4.3 on the date last day of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Optionan Interest Period applicable thereto, or subject to Section 3.5 on any other day; (iv) each prepayment in respect of any Borrowing shall be applied pro rata among the Loans comprising such Borrowing; provided, that such prepayment shall not be applied to any Revolving Loans of an Impaired Lender at least three any time when the aggregate amount of Revolving Loans of any Non-Impaired Lender exceeds such Non-Impaired Lender’s Pro Rata Share of all Revolving Loans then outstanding; (3v) Business Days prior each voluntary prepayment of Term Loans shall be applied first to the Scheduled Term Repayments of the Term Facility being repaid due within the 12 month period following the date of such prepayment in direct order of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loansmaturity and, in each case of the foregoing option in this Section 2.11(a)thereafter, setting forth the following information: (A) the date, which shall be applied to reduce the remaining Scheduled Term Repayments on a Business Day, on which pro rata basis (based upon the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total then remaining principal amount of such Scheduled Term Repayments). Unless otherwise specified by the Borrower, such prepayment shall be applied first to the payment of Base Rate Loans and second to the payment of such Eurocurrency Loans as the Borrower shall request (and in the absence of such request, as the Administrative Agent shall determine). The notice provisions, the provisions with respect to the minimum amount of any prepayment, and the provisions requiring prepayments in integral multiples above such minimum amount of this Section 4.3 are for the benefit of the Administrative Agent and may be waived unilaterally by the Administrative Agent. B. In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as provided in Section 12.1(b), the Borrower shall not be less than have the right, upon five (x5) Business Days’ prior written notice to the Administrative Agent (which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Loans, together with accrued and unpaid interest, fees and all other amounts due and owing to such Lender in accordance with said Section 12.1(b), so long as (A) in the case of Term Loansthe repayment of Revolving Loans of any Revolving Lender pursuant to this clause (b), $500,000 the Revolving Commitment of such Revolving Lender is terminated concurrently with such repayment pursuant to Section 4.1(b) and (yB) in the case of Revolving the repayment of Loans and Swingline Loansof any Lender, the lesser of consents required by Section 12.1(b) in connection with the repayment pursuant to this clause (Ab) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanshall have been obtained.

Voluntary Prepayments. The Borrower Borrowers shall have the right to prepay the Loans, subject, in the case of Term Loans, to the Prepayment Premium, if applicable, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: terms and conditions: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xi)(A) in the case of Term Loans, $500,000 the Term Borrower shall give the Agents prior to 10:00 A.M. (New York City time) at the Notice Office (x) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) may be conditioned on the occurrence of a specified transaction and revoked if such transaction does not occur and shall specify the amount of such prepayment of Term Loans and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Lenders and (B) no notice shall be required with respect to the repayment of Revolving Loans provided that prepayment of a Revolving Loan may only be made on Wednesday of each calendar week; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 6.01 shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Agents in any given case), and (y) each partial prepayment of Revolving Loans pursuant to this Section 6.01 shall be in an aggregate principal amount of at least $250,000 (or, if the total outstanding amount of Revolving Loans then outstanding is less than $250,000, such lesser amount) (or other such lesser amount as is acceptable to the Agents), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by a Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 6.01 in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 6.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment of Term Loans pursuant to this Section 6.01 shall be applied to the Term Loans on a pro rata basis; (v) each prepayment of Term Loans pursuant to this Section 6.01 shall reduce the then remaining Scheduled Repayments of the Term Loans as directed by the Term Borrower, (vi) the Term Borrower shall not prepay Term Loans with the proceeds of any Revolving Loans and Swingline Loans, the lesser of (Avii) the Total Utilization of Revolving Commitments or (B) Availability after giving effect to such prepayment shall not be less than $100,000 for any Swingline Loan and $500,000 for any Revolving Loan2,000,000.

Voluntary Prepayments. The Borrower shall have the right at any time to prepay Revolving Credit Loans and Swingline Loans, without premium or penalty, in whole or in part from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that a) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Administrative Agent’s Office written notice (iior telephonic notice promptly confirmed in writing) at least three (3) Business Days prior of its intent to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option appliesmake such prepayment, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) prepayment and in the case of Term Eurodollar Loans, $500,000 and the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than (yi) in the case of Revolving Credit Loans, 1:00 p.m. (New York time) (x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to (in the case of Eurodollar Loans) or (ii) in the case of Swingline Loans and Swingline LoansPermitted Overadvances, 1:00 p.m. (New York time) on, the lesser date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the relevant Lenders or the Swingline Lender, as the case may be, (Ab) the Total Utilization each partial prepayment of any Borrowing of Revolving Commitments or (B) Credit Loans shall be in a multiple of $500,000 and in an aggregate principal amount of at least $1,000,000 and each partial prepayment of Swingline Loans shall be in a multiple of $100,000 and in an aggregate principal amount of at least $100,000; provided that no partial prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount for Eurodollar Loans; (c) any Swingline prepayment of Eurodollar Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. At the Borrower’s election in connection with any prepayment pursuant to this Section 5.1, such prepayment shall not be applied to any Loan and $500,000 for any Revolving Loanof a Defaulting Lender.

Voluntary Prepayments. The Voluntary prepayments may be made on any Loans hereunder selected by the Borrower shall have on a pro rata basis to the right Lenders in accordance with their respective interests therein at any time and from time to time to prepay any Borrowing in whole or in part, par without premium or penalty (except as set forth except, in the case of Loans other than Base Rate Loans, amounts payable pursuant to Section 2.12(d)3.05); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m.provided, New York City Timehowever, that: (iA) at least one (1) Business Day prior to in the date case of prepayment of Loans other than Swing Line Loans, (x) notice thereof must be received by 11:00 a.m. by the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) Administrative Agent at least three (3) Business Days prior to the date of prepayment prepayment, in the case of the Revolving Eurodollar Rate Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; and (iiiy) at least three one (31) Business Days Day prior to the date of prepayment, in the case of Base Rate Loans and (2) any such prepayment shall be a minimum principal amount of (x) $5,000,000 and integral multiples of $1,000,000 in excess thereof, in the Revolving case of Eurodollar Rate Loans denominated and (y) $1,000,000 and integral multiples of $500,000 in Alternative Currencies that bear interest at excess thereof, in the Eurocurrency case of Base Rate OptionLoans, or, in each case, the entire remaining principal amount thereof, if less; and (ivB) at least three in the case of Swing Line Loans, (31) Business Days prior to notice thereof must be received by the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) Swing Line Lender by 1:00 p.m. on the date of prepayment (with a copy to the Administrative Agent) and (2) any such prepayment shall be in the same minimum principal amounts as for advances thereof (or any lesser amount that may be acceptable to the Swing Line Lender). Each such notice of Swingline voluntary prepayment hereunder shall be irrevocable and shall specify the date and amount of prepayment and the Loans and Types of Loans that are being prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, in each case however, that the Borrower may rescind any notice of voluntary prepayment hereunder if such prepayment would have resulted from a refinancing or other repayment of all of the foregoing option in this Section 2.11(a)Loans and Commitment, setting forth and such refinancing or the following information: (A) transactions giving rise to such prepayment shall not have been consummated or shall otherwise have been delayed. The Administrative Agent will give prompt notice to the date, which applicable Lenders of any prepayment on the Loans and the Lender’s interest therein. Prepayments of Eurodollar Rate Loans hereunder shall be a Business Dayaccompanied by accrued interest on the amount prepaid and breakage amounts, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loansif any, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanunder Section 3.05.

Voluntary Prepayments. (a) The Borrower Borrowers shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time on the following terms and conditions: (i) Lead Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) (“Notice of Prepayment”) of its intent to prepay any Borrowing in whole all of the Term Loans, or in partthe case of any partial prepayment, without premium the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of Term SOFR Term Loans, the specific Borrowing or penalty Borrowings pursuant to which made, which notice shall be given by Lead Borrower (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment x) prior to the Applicable Administrative Agent not later than 1:00 p.m., 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Term Loans and (iiy) prior to 11:00 a.m. (New York City time) at least three (3) two Business Days prior to the date of such prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term LoansSOFR Term Loans (or, $500,000 and (y) in the case of Revolving clause (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that if any partial prepayment of Term SOFR Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Term SOFR Term Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, then if such Borrowing is a Borrowing of Term SOFR Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and Swingline any election of an Interest Period with respect thereto given by Lead Borrower shall have no force or effect; (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (iii) may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Lead Borrower in the applicable notice of prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such notice of prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities, the lesser occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Lead Borrower (Aby written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. (b) In the Total Utilization event (i) of Revolving Commitments a refusal by a Lender to consent to proposed changed, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b) or (Bii) $100,000 for any Swingline Lender becomes a Defaulting Lender, Lead Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (or such shorter notice as may be agreed by the Administrative Agent) repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the requirements of, Section 13.12(b), so long as, in the case of any repayment pursuant to clause (i) hereof, the consents, if any, required under Section 13.12(b) in connection with the repayment pursuant to such clause (i) have been obtained. Each prepayment of any Term Loan and $500,000 for any Revolving Loanpursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans on a pro rata basis (based upon the then remaining unpaid principal amounts of Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. The Borrower Company may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the date of prepayment, which notice, if telephonic, shall have the right be promptly confirmed in writing, at any time and from time to time to prepay any Borrowing Swing Line Loan on any Business Day in whole or in partpart in an aggregate minimum amount of $1,000,000 and multiples of $1,000,000 in excess of that amount. A Borrower may, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, upon (i) at least not less than one (1) Business Day Day’s prior to written or telephonic notice, in the date case of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Loans, (ii) at least three (3) Business Days Days’ prior to written or telephonic notice in the date case of prepayment of the Revolving Loans or Term Eurocurrency Rate Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; and (iii) at least three four (34) Business Days prior to Days’ (or five (5), in the date case of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at Special Notice Currencies) prior written or telephonic notice in the case of Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in an Alternative Currencies that bear interest at the Daily Simple RFR Option; or Currency, and in each case given to Administrative Agent by 12:00 Noon (vNew York City time) on the date of prepayment of Swingline Loansrequired and, if given by telephone, promptly confirmed in writing to Administrative Agent, who will promptly notify each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is Lender whose Loans are to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount prepaid of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 at any time and (y) in the case of from time to time prepay any Revolving Loans outstanding in favor of such Borrower on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and Swingline Loansmultiples of $1,000,000 in excess of that amount. Notice of prepayment having been given as aforesaid, the lesser principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein; provided that if such notice is given in connection with a refinancing of all Obligations (A) other than contingent indemnification obligations), such notice may be conditional on the Total Utilization effectiveness of Revolving Commitments the replacement credit agreement or (B) $100,000 for any Swingline Loan other similar document and $500,000 for any Revolving Loanmay be revoked by Company if such condition is not satisfied, subject to the provisions of Section 2.7. Any such voluntary prepayment shall be applied as specified in subsection 2.4B(iv).

Voluntary Prepayments. The Borrower Company shall have the right at any time and from time to time voluntarily to prepay any Borrowing Revolving Loans and Term Loans in whole or in partpart from time to time, subject to SECTION 3.05 but otherwise without premium or penalty (except as set forth in Section 2.12(d))penalty; provided PROVIDED, HOWEVER, that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one each partial prepayment of Revolving Loans and Term Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Eurodollar Loans, and $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Base Rate Loans and (1ii) Business Day the Company shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, in the case of any Revolving Loan which is a Base Rate Loan by 11:00 A.M. on the date of prepayment and, in the case of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) any other Loan, by 11:00 A.M., at least three (3) Business Days prior to the date of prepayment. Each notice of prepayment shall specify the prepayment date, the principal amount to be prepaid, whether the Loan to be prepaid is a Revolving Loan, Term B Closing Date Loan or Term B Delayed Draw Loan, whether the Loan to be prepaid is a Eurodollar Loan or a Base Rate Loan and, in the case of a Eurodollar Loan, the Interest Period of such Loan. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender's pro-rata share, if any, thereof. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable as specified therein. Subject to the foregoing, amounts prepaid under this SECTION 2.09(a) shall be applied as the Company may elect; PROVIDED that if the Company fails to specify the application of a voluntary prepayment, then such prepayment shall be applied first to Revolving Loans or Term Loans denominated in Dollars that bear interest at Loans, then to Swing Line Loans, then ratably to the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to B Closing Date Loans and the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Term B Delayed Draw Loans, in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period. All prepayments of Eurodollar Loans under this SECTION 2.09(a) shall be accompanied by accrued interest on the principal amount being prepaid to the date of payment, together with any additional amounts required pursuant to SECTION 3.05. The Company 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 foregoing option in this Section 2.11(a)prepayment, setting forth the following information: and (Aii) the date, which any such prepayment shall be in a Business Day, on which minimum principal amount of $100,000. Each such notice shall specify the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans date and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in . If such notice is given by the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline LoansCompany, the lesser of (A) Company shall make such prepayment and the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan payment amount specified in such notice shall be due and $500,000 for any Revolving Loanpayable on the date specified therein.

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the i) such Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than prior to 1:00 p.m., P.M. (New York City Time, time) at the Notice Office (iA) at least one Business Day’s prior written notice (1or telephonic notice promptly confirmed in writing) Business Day prior of its intent to prepay Base Rate Loans (or same day notice in the date case of a prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Swingline Loans) and (iiB) at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days prior of its intent to the date of prepayment of the prepay LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Term Swingline Loans denominated shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in Dollars that bear interest at the Term SOFR Rate Option case of LIBOR Loans, the specific Borrowing or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior Borrowings pursuant to which such LIBOR Loans were made, and which notice the date Administrative Agent shall, except in the case of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of a prepayment of Swingline Loans, in promptly transmit to each case of the foregoing option in Lenders; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 2.11(a), setting forth the following information: (A5.01(a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total in an aggregate principal amount of at least $250,000 (or the U.S. Dollar Equivalent thereof in the case of Euro Denominated Loans or Foreign Currency Denominated Loans or, in each case, such prepaymentlesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided that if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, which shall then such Borrowing may not be less than continued as a Borrowing of LIBOR Loans (xand same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the applicable Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender. Any such notice of prepayment delivered in connection with a refinancing of all or part of this Agreement or any other transaction may be, if so expressly stated to be, conditional upon the consummation of such refinancing or other transaction and may be revoked by the Borrowers in the event such refinancing or other transaction is not consummated. (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrowers may, upon three Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Revolving Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) in accordance with, and subject to the requirements of Section 13.12(b), so long as (i) in the case of Term Loans, $500,000 and (y) in the case repayment of Revolving Loans and Swingline Loansof any Lender pursuant to this clause (b), the lesser of (A) the Total Utilization Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be deemed modified to reflect the changed Revolving Commitments or Loan Commitments) and (B) $100,000 such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner reasonably satisfactory to the Administrative Agent and the respective Issuing Lenders for any Swingline Loan so long as such Letter of Credit Exposure is outstanding (it being understood that, for purposes of clarity, at the request of the Company, upon a determination by the Administrative Agent or the respective Issuing Lenders that there exists cash collateral in excess of such Lender’s RL Percentage of such Letter of Credit Exposure, such excess cash collateral may be returned to the applicable Borrowers so long as no Default or Event of Default then exists or would result therefrom) and $500,000 for any Revolving Loan(ii) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. The Borrower may, upon written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the date of prepayment, which notice, if telephonic, shall have the right be promptly confirmed in writing, at any time and from time to time to prepay any Borrowing Swing Line Loan on any Business Day in whole or in partpart in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Borrower may, without premium upon not less than one Business Day’s prior written or penalty (except as set forth telephonic notice, in Section 2.12(d)); provided that the Borrower shall deliver a Notice case of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Base Rate Loans or Term Loans that bear interest at Canadian Prime Rate Loans, and three Business Days’ prior written or telephonic notice, in the Base case of LIBOR Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline BA Loans, in each case given to Administrative Agent by 12:00 Noon (New York City time) on the date required and, if given by telephone, promptly confirmed in writing to Administrative Agent (who shall promptly notify each Lender for the Loans to be prepaid), at any time and from time to time prepay any Loans on any Business Day in whole or in part in an aggregate minimum amount of (a) for Term Loans, the Dollar Equivalent of $2,500,000 and multiples of the foregoing option Dollar Equivalent of $500,000 in this Section 2.11(a), setting forth the following information: excess of that amount and (Ab) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the for Revolving Loans, Term Loans $1,000,000 and Swingline Loans; (C) a statement indicating the application multiples of the prepayment among Loans to which the Base Rate Option applies$500,000 in excess of that amount; provided, Term SOFR Rate Option applieshowever, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than that (x) in a LIBOR Rate Loan may only be prepaid on the case expiration of Term Loans, $500,000 the Interest Period applicable thereto unless Borrower pays on such date of prepayment all amounts owing to Lenders under subsection 2.6D and (y) BA Loans may not be repaid on any day other than the last day of an Interest Period applicable thereto; provided further that Borrower shall be permitted to defease any BA Loan by depositing with Administrative Agent an amount (as specified by Administrative Agent) sufficient to pay all amounts that will be due in respect of such BA Loan at the case end of Revolving the Interest Period applicable thereto. Notice of prepayment having been given as aforesaid shall be irrevocable and the principal amount of the Loans specified in such notice shall become due and Swingline Loans, payable on the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanprepayment date specified therein. Any such voluntary prepayment shall be applied as specified in subsection 2.4B(iv).

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than Notice Office (x) in the case of Term Base Rate Loans, $500,000 at least one Business Day's prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Base Rate Loans (or same day notice in the case of a prepayment of Swingline Loans) and (y) in the case of Eurodollar Loans, at least two Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay such Eurodollar Loans, the principal amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders; (ii) each prepayment of Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $500,000 and each prepayment of Swingline Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $50,000, PROVIDED that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower, shall have no force or effect, (iii) each prepayment pursuant to this Section 4.01, in respect of any Revolving Loans made pursuant to a Borrowing shall be applied PRO RATA among such Revolving Loans and Swingline Loans, (iv) each prepayment of Eurodollar Loans made pursuant to this Section 4.01 on a day which is not the lesser last day of (A) an Interest Period applicable thereto shall be accompanied by the Total Utilization payment of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanall amounts owing in connection therewith pursuant to Section 1.11.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at its Notice Office (ix) at least one (1) Business Day prior to the date of that a prepayment of the Base Rate Loans is to be made prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans, (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Term Loans, Revolving Loans or Term Swingline Loans shall be prepaid, and (z) on the same day that bear interest at a prepayment of Swingline Loans is to be made prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Swingline Loans, the Base Rate Optionamount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks; (ii) each prepayment shall be in an aggregate principal amount of at least three (3x) Business Days prior to $1,000,000 (or, if less, the date full amount of prepayment such outstanding Loans) in the case of Term Loans, (y) $250,000 (or, if less, the full amount of such outstanding Loans) in the case of Revolving Loans or Term (z) $100,000 (or, if less, the full amount of Swingline Loans denominated then outstanding) in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment case of Swingline Loans, in each case ; provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is outstanding Eurodollar Loans made pursuant to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans such Borrowing to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal an amount of such prepayment, which shall not be less than (x1) in the case of Term Loans, $500,000 5,000,000 and (y2) in the case of Revolving Loans, $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 4.01 on any day other than the last day of an Interest Period applicable thereto shall be accompanied by the amounts required under Section 1.12; (iv) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall, except as set forth below, be applied pro rata among such Term Loans; and (v) in the event of certain refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon five (5) Business Days' written notice to the Administrative Agent at its Notice Office (which notice, except in the case of Swingline Loans, the lesser Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b) so long as (A) in the Total Utilization case of the repayment of Revolving Commitments or Loans for any Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment, and (B) $100,000 for the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (v) have been obtained; provided that at the Borrower's election (and with the consent of the Administrative Agent, unless the Administrative Agent is the Defaulting Bank) in connection with any Swingline Loan and $500,000 for prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loan of a Defaulting Bank. Each prepayment of principal of Term Loans pursuant to this Section 4.01 shall be applied to reduce, in order of maturity for Scheduled Repayments, the Scheduled Repayments remaining for the next succeeding 12 months (as of the date of such prepayment) of such Term Loans and thereafter, to the then remaining Scheduled Repayments of such Term Loans pro rata based upon the then remaining principal amount of each Scheduled Repayment. (b) Notwithstanding anything to the contrary contained above in this Section 4.01, with respect to any voluntary prepayments of Loans if, on or prior to the date the Administrative Agent receives notice from the Borrower that the respective voluntary prepayment is made pursuant to this Section 4.01, there is an outstanding principal amount of Tranche A Term Loans and the Borrower has elected, in its sole discretion, to provide the Banks with a Tranche B Term Loan with the option to waive such Bank's right to receive any such voluntary prepayment in whole or in part, then the Administrative Agent shall notify the Banks of such notice and the amount of the prepayment to be applied to each such Banks' Tranche B Term Loan. In the event any such Bank with a Tranche B Term Loan has been provided by the Borrower with the option to waive and such Bank desires to waive its right to receive any such voluntary prepayment in whole or in part, such Bank shall so advise the Administrative Agent no later than 5:00 P.M. (New York time) three Business Days after the date such notice of prepayment is delivered by the Borrower to the Administrative Agent, which notice shall also include the amount the Bank desires to receive. If the Bank does not reply to the Administrative Agent within such three Business Day period, it will be deemed acceptance of the total payment. If the Bank does not specify an amount it wishes to receive, it will be deemed acceptance of 100% of the total payment. In the event that any such Bank waives such Bank's right to any such voluntary prepayment, the Administrative Agent shall apply 100% of the amount so waived by such Bank to prepay the Tranche A Term Loans in accordance with Section 4.01(a). The amount of the respective voluntary prepayment shall be forwarded to the Administrative Agent on the date the voluntary prepayment would otherwise be made pursuant to the relevant provisions of this Section 4.01 (and the Administrative Agent shall make any necessary adjustments and distribute such funds on a pro rata basis to the Banks with Tranche A Term Loans at minimum cost to the Borrower, to be applied to the Obligations, but only to the extent Banks with Tranche B Term Loans waive their right to receive their share of the voluntary prepayment) and the respective voluntary prepayment shall not be made until the third Business Day occurring after the date of the notice of prepayment by the Borrower referred to above. Notwithstanding anything to the contrary contained above, if one or more Banks waive their right to receive all or any part of any voluntary prepayment, but less than all the Banks holding Tranche B Term Loans waive in full their right to receive 100% of the total payment otherwise required with respect to the Tranche B Term Loans, then of the amount actually applied to the prepayment of Tranche B Term Loans of Banks which have waived in part, but not in full, their right to receive 100% of such repayment, such amount shall be applied to each then outstanding Borrowing of Tranche B Term Loans on a pro rata basis (so that each Bank holding Tranche B Term Loans shall, after giving effect to the application of the respective prepayment, maintain the same percentage (as determined for such Bank, but not necessarily the same percentage as the other Banks hold and not the same percentage held by such Bank prior to repayment) of each Borrowing of Tranche B Term Loans which remains outstanding after giving effect to such application).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Term Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) an Authorized Representative of the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at the Notice Office (ix) at least one Business Day’s prior written notice (1or telephonic notice promptly confirmed in writing) Business Day prior to the date of prepayment of the Revolving Borrower’s intent to prepay Base Rate Loans and (y) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of their intent to prepay Eurodollar Loans, the amount of such prepayment and the Type of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Term Loans that bear interest at were made, which notice the Base Rate OptionAdministrative Agent shall promptly transmit to each of the Lenders; (ii) each prepayment shall be in an aggregate principal amount of at least three (3) Business Days prior to the date of $1,000,000 , provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optioneffect; (iii) each prepayment in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans, provided that at least three the Borrowers’ election in connection with any prepayment of Term Loans pursuant to this Section 3.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to the prepayment of Term Loans of a Defaulting Lender; and (3iv) Business Days each prepayment of Term Loans pursuant to this Section 3.01(a) shall be applied (x) to reduce the then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amounts of each such Scheduled Repayment after giving effect to all prior reductions thereto) or (y) at the option of the Borrower, (1) first, to reduce in direct order of maturity the Scheduled Repayments which are due and payable within 12 months from the date of prepayment such prepayment, and (2) second, to the extent in excess of the Revolving amounts required to be applied in respect of Term Loans denominated pursuant to preceding sub-clause (1), to reduce the then remaining Scheduled Repayments on a pro rata basis (based upon the then remaining principal amount of each such Scheduled Repayment after giving effect to all prior reductions thereto). (b) In the event of certain refusals by a Lender as provided in Alternative Currencies that bear interest Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders, the Borrower may, upon five Business Days’ written notice by an Authorized Representative of the Borrower to the Administrative Agent at the Eurocurrency Rate Option; Notice Office (ivwhich notice the Administrative Agent shall promptly transmit to each of the Lenders) at least three (3) Business Days prior repay all Term Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (vrequirements of, said Section 13.12(b) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: so long as (A) the date, Term Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 2.02(b) (at which time Schedule I shall be a Business Day, on which deemed modified to reflect the proposed prepayment is to be made; changed Commitments) and (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xconsents required by Section 13.12(b) in connection with the case of Term Loans, $500,000 and repayment pursuant to this clause (yb) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanhave been obtained.

Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the i) Borrower shall deliver give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Applicable Administrative Agent not later than 1:00 p.m.Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO RateTerm Benchmark Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Borrower (x) prior to 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Term Loans and (iiy) prior to 12:00 Noon (New York City time) at least three (3) Business Days prior to the date of such prepayment in the case of LIBO Rate Term Benchmark Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of the Revolving Loans or Term Loans denominated pursuant to this Section 5.01(a) shall be in Dollars an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that bear interest at if any partial prepayment of LIBO RateTerm Benchmark Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO RateTerm Benchmark Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO RateTerm Benchmark Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Option Term Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or Daily Simple SOFR Rate Optioneffect; (iii) at least three each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (3iii) Business Days may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfied. (b) In the event (i) of prepayment of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Revolving Loans denominated Required Lenders as (and to the extent) provided in Alternative Currencies that bear interest Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Eurocurrency Rate Option; Notice Office (ivor such shorter notice as may be agreed by the Administrative Agent) at least three (3) Business Days prior repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loansrequirements of, in each case of the foregoing option in this Section 2.11(a13.12(b), setting forth the following information: (A) the dateso long as, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loansany repayment pursuant to clause (i) hereof, $500,000 and (ythe consents, if any, required under Section 13.12(b) in connection with the case repayment pursuant to such clause (i) have been obtained. Each prepayment of Revolving any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans and Swingline Loans, on a pro rata basis (based upon the lesser then remaining unpaid principal amounts of (A) Scheduled Repayments of the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanrespective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any Base Rate Loans and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall, promptly transmit to each of the Lenders; (ii) each partial prepayment of Loans pursuant to this Section 4.01(a) shall be in whole an aggregate principal amount of at least $1,000,000 (or in part, without premium or penalty (except such lesser amount as set forth in Section 2.12(d)is acceptable to the Administrative Agent); provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans have no force or Term Loans that bear interest at the Base Rate Optioneffect; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; and (iii) at least three (3each prepayment pursuant to this Section 4.01(a) Business Days prior in respect of any Loans made pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Optiona Borrowing shall be applied pro rata among such Loans; and (iv) at least three (3) Business Days prior to the date of each prepayment of Loans pursuant to this Section 4.01(a) shall reduce the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or then remaining Scheduled Repayments on a pro rata basis (v) based on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total then remaining principal amount of each such prepaymentScheduled Repayments after giving effect to all prior reductions thereto). (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall not be less than promptly transmit to each of the Lenders), repay all Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (xincluding all amounts, if any, owing pursuant to Section 2.11) in accordance with, and subject to the case requirements of Term LoansSection 12.12(b), $500,000 and (yso long as the consents, if any, required by Section 12.12(b) in connection with the case repayment pursuant to this clause (b) shall have been obtained. Each prepayment of Revolving Loans and Swingline Loans, pursuant to this Section 4.01(b) shall reduce the lesser then remaining Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loaneach such Scheduled Repayment after giving effect to all prior reductions thereto).

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay the Loans (other than Bid Loans and Local Currency Loans) made to it, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)); provided that on the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, following terms and conditions: (i) at least one (1) Business Day the respective Borrower shall give the Administrative Agent prior to the date 12:00 Noon (New York time) at its Notice Office (x) same day written notice (or telephonic notice promptly confirmed in writing) of prepayment of the Revolving such Borrower's intent to prepay Base Rate Loans or Term Swingline Loans that bear interest at the Base Rate Option; and (iiy) at least three Business Days' prior written notice (3or telephonic notice promptly confirmed in writing) Business Days prior of such Borrower's intent to prepay Eurocurrency Loans, the amount of such prepayment and, in the case of Eurocurrency Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Banks; and (ii) each prepayment shall be of Loans having an Original Dollar Amount of at least $500,000 provided that if any partial prepayment of Eurocurrency Loans made pursuant to any Borrowing shall reduce the outstanding Eurocurrency Loans made pursuant to such Borrowing to an amount less than an Original Dollar Amount of $2,000,000, then such Borrowing may not be continued as a Borrowing of Eurocurrency Loans and any election of an Interest Period with respect thereto given by the respective Borrower shall have no force or effect. Any Bid Loan shall be prepayable only with the consent of the Bank making such Bid Loan. Any Local Currency Loan shall be prepayable to the date of prepayment extent and on the terms provided in the applicable Local Currency Documentation. (b) With respect to any Bank subject to replacement pursuant to and as and to the extent provided in Section 13.12(b), the respective Borrower may, upon five Business Days' written notice by such Borrower to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Revolving Banks), repay all Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior other than Bid Loans), together with all accrued and unpaid interest, Fees, and all other amounts owing to the date of prepayment of the Revolving Loans denominated non-consenting Bank in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (ivaccordance with said Section 13.12(b) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: so long as (A) the date, Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule 1.01 shall be a Business Day, on which deemed modified to reflect the proposed prepayment is to be made; changed Commitments) and (B) a statement indicating the application of consents required by Section 13.12(b) in connection with the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (Cpursuant to this Section 4.01(b) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanhave been obtained.

Voluntary Prepayments. The (a) Each Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the i) such Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) (ior 11:00 A.M. (New York City time) in the case of succeeding clause (A)) at least one the Notice Office (1A) Business Day prior same day written notice (or telephonic notice promptly confirmed in writing) of its intent to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the prepay Base Rate Option; Loans and (iiB) at least three Business Days’ prior written notice (3or telephonic notice promptly confirmed in writing) Business Days prior of its intent to the date of prepayment of the prepay LIBOR Loans, which notice (in each case) shall specify whether Revolving Loans or Term Swingline Loans denominated shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in Dollars that bear interest at the Term SOFR Rate Option case of LIBOR Loans, the specific Borrowing or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior Borrowings pursuant to which such LIBOR Loans were made, and which notice the date Administrative Agent shall, except in the case of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of a prepayment of Swingline Loans, promptly transmit to each of the Lenders; (ii) (A) each partial prepayment of Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $250,000 (or such lesser amount as is acceptable to the Administrative Agent) and (B) each partial prepayment of Swingline Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided, that, if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall have no force or effect; and (iii) each prepayment pursuant to this Section 5.01(a) in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; provided, that, at such Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender (it being understood and agreed that, if at any time thereafter any such Defaulting Lender ceases to be a Defaulting Lender under this Agreement, each Borrower shall, in coordination with the Administrative Agent, repay outstanding Revolving Loans of certain of the Lenders, and incur additional Revolving Loans from certain other Lenders, in each case to the extent necessary so that all of the foregoing option Lenders participate in each outstanding Borrowing of Revolving Loans pro rata on the basis of their respective Revolving Loan Commitments and with the Borrowers being obligated to pay to the respective Lenders any costs of the type referred to in Section 2.11 in connection with any such repayment and/or Borrowing). (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 2.11(a13.12(b), setting forth the following information: Borrowers may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Revolving Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) in accordance with, and subject to the requirements of, Section 13.12(b), so long as (i) (A) the date, Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule 1.01(a) shall be a Business Day, on which deemed modified to reflect the proposed prepayment is to be made; changed Revolving Loan Commitments) and (B) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a statement indicating manner satisfactory to the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies Administrative Agent and the Eurocurrency Rate Option applies; and respective Issuing Lenders and (Dii) the Currency of such Loan and total principal amount of such prepaymentconsents, which shall not be less than (xif any, required by Section 13.12(b) in connection with the case of Term Loans, $500,000 and repayment pursuant to this clause (yb) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanshall have been obtained.

Voluntary Prepayments. (a) The Borrower shall have the right at any time and to prepay Loans, without premium or penalty, in whole or in part from time to time on the following terms and conditions: (i) The Borrower shall give the Administrative Agent prior to 10:00 a.m. (New York time) at its Notice Office at least three Business Days' prior written notice in the case of Eurodollar Loans and one Business Day's prior written notice in the case of Base Rate Loans of its intent to prepay the Loans, whether A Term Loans, B Term Loans, C Term Loans, Acquisition Loans, A Revolving Loans or B Revolving Loans shall be prepaid (which Loans may be selected at the discretion of the Borrower subject to any limitations contained in clauses (ii) through (vi) below), the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Banks; (ii) each prepayment shall be in whole or an aggregate principal amount of at least the applicable Minimum Borrowing Amount and, if greater, in part, without premium or penalty (except as set forth in Section 2.12(d))integral multiples of $100,000; provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of no partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding Loans or Term Loans that bear interest at made pursuant to such Borrowing to an amount less than the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; Minimum Borrowing Amount; (iii) at least three (3) Business Days prior no prepayments of Eurodollar Loans made pursuant to this Section 3.01 may be made on a day other than the date last day of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; an Interest Period applicable thereto; (iv) at least three (3) Business Days prior each prepayment in respect of any Loans made pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which a Borrowing shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline applied pro rata among such Loans; (Cv) each prepayment of Term Loans or Acquisition Loans pursuant to this Section 3.01 must consist of a statement indicating prepayment of A Term Loans (in an amount equal to the application A TL Percentage of such prepayment), B Term Loans (in an amount equal to the B TL Percentage of such prepayment), C Term Loans (in an amount equal to the C TL Percentage of such prepayment) and Acquisition Loans (in an amount equal to the Acquisition TL Percentage of such prepayment); provided, however, prior to the Acquisition Loan Termination Date, a prepayment among of Acquisition Loans shall not be required to which the Base Rate Option applies, be accompanied by a prepayment of Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies Loans and the Eurocurrency Rate Option appliesa prepayment of Term Loans shall not be required to be accompanied by a prepayment of Acquisition Loans; and (Dvi) each prepayment of Acquisition Loans after the Currency Acquisition Loan Termination Date and each prepayment of such Loan and total Term Loans pursuant to this Section 3.01 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche being repaid on a pro rata basis (based upon the then remaining principal amount of each such prepaymentScheduled Repayment). (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b) and/or Section 12.17(b), the Borrower shall not be less than have the right, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (xwhich notice the Administrative Agent shall promptly transmit to each of the Banks) to repay all Loans, together with accrued and unpaid interest, Fees and all other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 12.12(b) and/or Section 12.17(b) so long as (A) in the case of Term the repayment of A Revolving Loans, $500,000 B Revolving Loans and/or Acquisition Loans prior to the Acquisition Loan Termination Date pursuant to this clause (b), the A Revolving Loan Commitment, B Revolving Loan Commitment and/or Acquisition Loan Commitment, as the case may be, of such Bank is terminated concurrently with such repayment pursuant to Section 2.02(b) (at which time Schedule I shall be deemed modified to reflect the changed A Revolving Loan Commitments, B Revolving Loan Commitments and/or Acquisition Loan Commitments), and (yB) in the case of Revolving the repayment of Loans and Swingline Loansof any Bank, the lesser of consents required by Section 12.12(b) and/or Section 12.17(b) in connection with the repayment pursuant to this clause (Ab) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanshall have been obtained.

Voluntary Prepayments. The (a) Each U.S. Borrower shall have the right to prepay any Loans made to the U.S. Borrowers, and the Canadian Borrower shall have the right to prepay the Loans made to the Canadian Borrower, in each case, without premium or penalty (but subject to payment of amounts set forth in Section 2.11, if applicable, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower Company shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 11:00 a.m. (New York City Time, time) at the Notice Office (iA) at least one Business Day’s prior written notice (1or telephonic notice promptly confirmed in writing) Business Day prior of the applicable U.S. Borrower’s intent to prepay Base Rate Loans (or same day notice in the date case of a prepayment of Swingline Loans) or the Revolving Loans or Term Loans that bear interest at the Base Canadian Borrower’s intent to prepay Canadian Prime Rate Option; Loans, as applicable and (iiB) at least three (3) Business Days Days’ prior written notice (or telephonic notice promptly confirmed in writing) of any Borrower’s intent to the date of prepayment of the prepay Interest Period Loans, which notice (in each case) shall specify which Revolving Loans or, in the case of Loans being prepaid by a U.S. Borrower only, Swingline Loans, shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Interest Period Loans, the specific Borrowing or Term Borrowings pursuant to which such Interest Period Loans denominated were made, and which notice the Administrative Agent shall, except in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment case of Swingline Loans, in promptly transmit to each case of the foregoing option in Lenders; (ii) (x) each partial prepayment of Revolving Loans by any Borrower pursuant to this Section 2.11(a), setting forth the following information: (A5.01(a) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total in an aggregate principal amount of at least $1,000,000 and in integrals of $100,000 in excess thereof (or such prepaymentlesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Swingline Loans by any U.S. Borrower pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $100,000 and integrals of $100,000 in excess thereof (or such lesser amount as is acceptable to the Administrative Agent in any given case); provided, which that if any partial prepayment of Interest Period Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Interest Period Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be less than continued as a Borrowing of Interest Period Loans (xand the same shall automatically be converted into a Borrowing of Base Rate Loans, in the case of LIBOR Loans, or Canadian Prime Rate Loans, in the case of Canadian BA Rate Loans) and any election of an Interest Period with respect thereto shall have no force or effect; (iii) in the case of Term partial prepayments of any Borrowing of Canadian BA Rate Loans, $500,000 Canadian Borrower shall use reasonable efforts to allocate such prepayments in a manner so that Borrowings do not remain outstanding in amounts less than the Minimum Borrowing Amount applicable thereto (and, to the extent such Borrowings would remain outstanding in amounts which are less than the Minimum Borrowing Amount applicable thereto, Canadian Borrower shall repay any Borrowings which are less than the Minimum Borrowing Amount applicable thereto at the end of the then current Interest Period); and (yiv) each prepayment pursuant to this Section 5.01(a) in the case respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; provided, that at such Borrower’s election in connection with any prepayment of Revolving Loans and Swingline Loanspursuant to this Section 5.01(a), the lesser such prepayment shall not, so long as no Default or Event of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for Default then exists, be applied to any Revolving LoanLoan of a Defaulting Lender. Any prepayment of Loans under the respective commitments shall be applied first to Base Rate Loans and then to Interest Period Loans outstanding thereunder. (b) [Reserved]. (c) Notwithstanding anything contained herein to the contrary, to the extent that no Event of Default then exists, then, subject to Section 5.02, all voluntary payments and all proceeds of Collateral to be applied to the Obligations shall be collected and applied by the Administrative Agent in accordance with the instructions of the Credit Parties. After the occurrence and during the continuation of an Event of Default, all payments and all proceeds of Collateral to be applied to the Obligations shall be applied, subject to the provisions of the Intercreditor Agreement, in accordance with Section 17 of the U.S. Security Agreement (with respect to payments on and Collateral securing the Obligations of the U.S. Credit Parties) and Section 10.12 of the Canadian Security Agreement (with respect to payments on and Collateral securing the Obligations of the Canadian Credit Parties).

Voluntary Prepayments. The Each Borrower shall have the right to prepay the Loans made to such Borrower, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (A) at least one Business Day’s (or such shorter period as agreed to by the Administrative Agent in its sole discretion) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any Base Rate Loans (or same day notice in the case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollars Loans, which notice (in each case) shall specify whether U.S. Facility Revolving Loans, U.S. Facility Swingline Loans, Canadian Facility Revolving Loans or Canadian Facility Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders under the applicable Tranche, provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02; (ii) (x) each partial prepayment of Revolving Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $500,000 (or such lesser amount as is acceptable to the Administrative Agent) and (y) each partial prepayment of Swingline Loans pursuant to this Section 5.01 shall be in part, without premium an aggregate principal amount of at least $100,000 (or penalty (except such lesser amount as set forth is acceptable to the Administrative Agent in Section 2.12(d)any given case); provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by such Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans have no force or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optioneffect; (iii) each prepayment pursuant to this Section 5.01 in respect of any Revolving Loans or Swingline Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans or Swingline Loans, as the case may be, provided that at least three the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender, and (3iv) Business Days prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; underlying Bankers’ Acceptances or (v) on the date of prepayment of Swingline LoansB/A Equivalent Notes, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in as the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanmay be.

Voluntary Prepayments. The Borrower Company shall have the right at any time and from time to time to prepay any Borrowing in whole or in partLoans, without premium or penalty (except for amounts owing under Section 2.11), in whole or in part from time to time on the following terms and conditions: (i) the Company shall give the Administrative Agent at its Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans or (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) each partial prepayment in respect of any Loans shall be in an aggregate principal amount of at least the applicable Minimum Amount and, if greater, in integral multiples as set forth in Section 2.12(d))the definition of Minimum Amount; provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of no such voluntary partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding Loans or Term Loans that bear interest at made pursuant to such Borrowing to an amount less than the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; applicable Minimum Amount; (iii) at least three (3) Business Days prior each prepayment in respect of any Loans made pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which a Borrowing shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving applied pro rata among such Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (Div) each prepayment of Loans pursuant to this Section 4.01 shall be applied to the Currency of then remaining Scheduled Repayments and Incremental Scheduled Repayments in such Loan and total principal amount order as the Company shall specify to the Administrative Agent in writing at the time of such prepayment, which and if the Company fails to so specify the application of such prepayment at the time of such prepayment, then such prepayment shall not be less than applied to reduce the then remaining Scheduled Repayments and Incremental Scheduled Repayments in direct order of maturity (based upon the then remaining principal amount of each such Scheduled Repayment and Incremental Scheduled Repayment). The foregoing notwithstanding, in the event that, on or prior to the first anniversary of the Restatement Effective Date, the Company (x) makes any prepayment of Loans in connection with any Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction, the Company shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, without duplication, (I) in the case of Term Loansclause (x), $500,000 a prepayment premium of 1% of the principal amount of the Loans being prepaid and (yII) in the case of Revolving clause (y), a payment equal to 1% of the aggregate principal amount of the applicable Loans outstanding immediately prior to such amendment and Swingline Loans, that is prepaid or refinanced pursuant to such amendment with the lesser incurrence of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanlong-term bank debt financing.

Voluntary Prepayments. The Borrower shall have Company may, upon delivery of a Notice of Prepayment to Administrative Agent or upon telephonic notice to Administrative Agent promptly confirmed in writing by delivery of a Notice of Prepayment, on or prior to 11:00 A.M. (New York City time) on the right date of prepayment, at any time and from time to time to prepay any Borrowing Swing Line Loan on any Business Day in whole or in partpart in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver upon not less than one Business Day’s prior written notice by delivery of a Notice of Prepayment to or telephonic notice promptly confirmed in writing by delivery of a Notice of Prepayment, in the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date case of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least Loans, and three (3) Business Days Days’ prior to written notice by delivery of a Notice of Prepayment or telephonic notice promptly confirmed in writing by delivery of a Notice of Prepayment, in the date case of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Eurodollar Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case given to Administrative Agent by 11:00 A.M. (New York City time) on the date required (who will promptly notify each Lender whose Loans are to be prepaid of such prepayment), at any time and from time to time prepay any Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $1,000,000 and multiples of $100,000 in excess of that amount; provided, however, that a Eurodollar Rate Loan may only be prepaid on the expiration of the foregoing option in Interest Period applicable thereto unless Company compensates Lenders for all breakage costs resulting from such payment or conversion pursuant to subsection 2.6D. Any written or telephonic notice of voluntary prepayment delivered pursuant to this Section 2.11(a), setting forth the following information: (Asubsection 2.4B(i) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application irrevocable and once such Notice of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option appliesPrepayment has been given as aforesaid, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of the Loans specified in such prepaymentnotice shall become due and payable on the prepayment date specified therein; provided that a Notice of Prepayment delivered by Company may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by Company (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any such voluntary prepayment shall not be less than (x) applied as specified in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loansubsection 2.4B(iv).

Voluntary Prepayments. The Borrower (a) Company may, upon written or telephonic notice to Administrative Agent on or prior to 10:00 A.M. (San Francisco time) on the date of prepayment, which notice, if telephonic, shall have the right be promptly confirmed in writing, at any time and from time to time to prepay any Borrowing Swing Line Loan on any Business Day in whole or in partpart in an aggregate minimum amount of $250,000 and multiples of $50,000 in excess of that amount. Company may, without premium upon not less than one Business Day's prior written or penalty telephonic notice, in the case of Base Rate Loans, and three Business Days' prior written or telephonic notice, in the case of Eurodollar Rate Loans, in each case given to Administrative Agent by 10:00 A.M. (except as set forth San Francisco time) on the date required and, if given by telephone, promptly confirmed in Section 2.12(dwriting to Administrative Agent (which original written or telephonic notice Administrative Agent will promptly transmit by telefacsimile or telephone to each Lender)), at any time and from time to time prepay any Term Loans or Revolving Loans on any Business Day in whole or in part in an aggregate minimum amount of $500,000 and integral multiples of $100,000 in excess of that amount; provided provided, however, that a Eurodollar Rate Loan may -------- ------- only be prepaid on the Borrower shall deliver expiration of the Interest Period applicable thereto unless Company complies with subsection 2.6D with respect to any breakage costs resulting from such prepayment being made on a date prior to the expiration of the applicable Interest Period. Notice of Prepayment prepayment having been given as aforesaid, the principal amount of the Loans specified in such notice shall become due and payable on the prepayment date specified therein. Any such voluntary prepayment shall be applied as specified in subsection 2.4B(iv). (b) In the event Company is entitled to replace a non-consenting Lender pursuant to subsection 10.6B, Company shall have the Applicable right, upon five Business Days' written notice to Administrative Agent not later than 1:00 p.m.(which notice Administrative Agent shall promptly transmit to each of the Lenders), New York City Timeto prepay all Loans, (i) at least one together with accrued and unpaid interest, fees and other amounts owing to such Lender in accordance with subsection 10.6B so long as (1) Business Day prior to in the date case of the prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior of any Lender pursuant to the date of prepayment of this subsection 2.4B(i)(b), the Revolving Loans or Term Loans denominated in Dollars that bear interest Loan Commitment of such Lender is terminated concurrently with such prepayment pursuant to subsection 2.4B(ii)(b) (at which time Schedule 2.1 shall be ------------ deemed modified to reflect the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the changed Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(aLoan Commitments), setting forth the following information: and (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x2) in the case of Term Loans, $500,000 and (y) in the case prepayment of Revolving the Loans and Swingline Loansof any Lender, the lesser consents required by subsection 10.6B in connection with the prepayment pursuant to this subsection 2.4B(i)(b) shall have been obtained, and at such time, such Lender shall no longer constitute a "Lender" for purposes of this Agreement, except with respect to indemnifications under this Agreement (Aincluding, without limitation, subsections 2.6D, 2.7, 3.6, 10.2, 10.3 and 10.5) the Total Utilization and any obligations or liabilities of Revolving Commitments such Lender to Holdings or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanof its Subsidiaries under this Agreement while it was a Lender, which shall survive as to such Lender.

Voluntary Prepayments. The Each Borrower shall have the right to prepay the Revolving Loans made to such Borrower, without premium or penalty (other than amounts payable pursuant to Section 2.12), in whole or in part, at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent at the Notice Office written notice (or telephonic notice promptly confirmed in writing) of (1) its intent to prepay any Borrowing such Revolving Loans, (2) whether Dollar Revolving Loans Alternate Currency Revolving Loans (including Canadian Revolving Loans) shall be prepaid) (3) the amount of such prepayment (stated in whole or in part, without premium or penalty (except as set forth in Section 2.12(d)); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m.Currency) and the Types of Revolving Loans to be prepaid and (4) in the case of Euro Rate Loans, New York City Time, the specific Borrowing or Borrowings to be prepaid. Such notice shall be given by such Borrower prior to 12:00 Noon (ilocal time where the respective Payment Office is located) (x) at least one (1) Business Day prior to the date of such prepayment in the case of the Dollar Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Loans or Canadian Dollar Revolving Loans maintained as Canadian Prime Rate Loans, and (iiy) at least three (3) one Business Days Day prior to the date of such prepayment in the case of Loans maintained as Euro Rate Loans, and to be transmitted promptly by the Administrative Agent to each of the Revolving Lenders with Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be maderespective Type; (Bii) a statement indicating each prepayment shall be in an aggregate principal amount at least equal to $1,000,000 or, in the application case of the prepayment between the Alternate Currency Revolving Loans, Term Alternate Currency Revolving Loans and Swingline having a Dollar Equivalent of $1,000,000 for the applicable Type of Revolving Loans; (C) a statement indicating , provided that if any partial prepayment of Euro Rate Loans made pursuant to any Borrowing shall reduce the application of the prepayment among outstanding Euro Rate Loans made pursuant to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal Borrowing to an amount of such prepayment, which shall not be less than the respective Minimum Borrowing Amount for such Type of Revolving Loans, then such Borrowing (x) in the case of Term Dollar Revolving Loans, $500,000 may not be continued as a Borrowing of Euro Rate Loans and shall be converted to Base Rate Loans and any election of an Interest Period with respect thereto shall have no force or effect and (y) in the case of Alternate Currency Revolving Loans, shall be repaid in full at such time; (iii) prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of the respective Bankers’ Acceptances; and (iv) each prepayment in respect of any Revolving Loans and Swingline made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that until the lesser date on which the amount giving rise to a Lender Default of the applicable Lender shall have been reduced to zero (A) whether by the Total Utilization funding by such Defaulting Lender of any defaulted Revolving Loans of such Defaulting Lender or by the non-pro rata application of any voluntary or mandatory prepayments of the Revolving Loans in accordance with the terms of Section 5.01, Section 5.02 or by a combination thereof), any prepayment in respect of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for Loans shall not be applied to any Revolving LoanLoan of a Defaulting Lender.

Voluntary Prepayments. The Borrower shall have the right to --------------------- prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at its Notice Office (ix) at least one (1) Business Day prior to the date of that a prepayment of the Base Rate Loans or Swingline Loans is to be made prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, whether Term Loans, Revolving Loans or Term Swingline Loans that bear interest at shall be prepaid, the Base Rate Optionamount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice, except in the case of Swingline Loans, the Administrative Agent shall promptly transmit to each of the Banks; (ii) each prepayment shall be in an aggregate principal amount of at least three (3x) Business Days prior to $1,000,000 (or, if less, the date full amount of prepayment such outstanding Loans) in the case of Term Loans, (y) $500,000 (or, if less, the full amount of such outstanding Loans) in the case of Revolving Loans or Term (z) $100,000 (or, if less, the full amount of Swingline Loans denominated then outstanding) in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment case of Swingline Loans, in each case ; provided that -------- if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is outstanding Eurodollar Loans made pursuant to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans such Borrowing to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal an amount of such prepayment, which shall not be less than (x1) in the case of Term Loans, $500,000 5,000,000 and (y2) in the case of Revolving Loans, $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or effect; (iii) prepayments of Eurodollar Loans made pursuant to this Section 4.01 on any day other than the last day of an Interest Period applicable thereto shall be accompanied by the amounts required under Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall, except as set forth below, be applied pro rata among such Loans; (v) in the event of certain --- ---- refusals by a Bank as provided in Section 13.12(b) to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks, the Borrower may, upon five (5) Business Days' written notice to the Administrative Agent at its Notice Office (which notice, except in the case of Swingline Loans, the lesser Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b) so long as (A) in the Total Utilization case of the repayment of Revolving Commitments or Loans for any Bank pursuant to this clause (v) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment, and (B) $100,000 for the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (v) have been obtained; and (vi) each voluntary prepayment of Term Loans pursuant to this Section 4.01, except pursuant to preceding clause (v), shall be applied to the Tranche A Term Loans and the Tranche B Term Loans, on a pro rata basis (based upon the then --- ---- outstanding principal amount of Tranche A Term Loans and Tranche B Term Loans); provided that at the Borrower's election (and with the consent of the -------- Administrative Agent, unless the Administrative Agent is the Defaulting Bank) in connection with any Swingline Loan and $500,000 for prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving LoanLoan of a Defaulting Bank. Each prepayment of principal of Tranche A Term Loans and Tranche B Term Loans pursuant to this Section 4.01 shall be applied to reduce, in order of maturity for Scheduled Repayments, the next succeeding four remaining Scheduled Repayments of each such Tranche of Term Loans and thereafter, to the then remaining Scheduled Repayments of each such Tranche of Term Loans pro rata based --- ---- upon the then remaining principal amount of each Scheduled Repayment. Notwithstanding anything to the contrary contained in the immediately preceding sentence, repayments of either Tranche of Term Loans pursuant to clause (v) of the first sentence of Section 4.01 shall only apply to reduce the then remaining Scheduled Repayments of such Tranche to the extent the Term Loans so repaid are not replaced pursuant to Section 13.12(b), with any such reductions to reduce the then remaining Scheduled Repayments in the manner set forth in the immediately preceding sentence.

Voluntary Prepayments. The Borrower shall have the right at any time to --------------------- prepay the Loans, and from time the right to time allocate such prepayments to prepay any Borrowing Revolving Loans and/or Swingline Loans, made to the Borrower as the Borrower elects, in whole or in part, without premium or penalty (except as set forth otherwise provided in Section 2.12(d)); provided that this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m.at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Revolving Loans or Swingline Loans, the amount of such prepayment, the Types of Loans to be repaid and (in the case of Eurodollar Loans) the specific Borrowing or Borrowings pursuant to which made, which notice (I) shall be given by the Borrower prior to 12:00 Noon (New York City Time, time) (ix) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Loans, (iiy) on the date of such prepayment in the case of Swingline Loans and (z) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans and (II) shall, except in the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment case of Swingline Loans, in promptly be transmitted by the Administrative Agent to each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be madeBanks; (Bii) a statement indicating the application each prepayment (other than prepayments in full of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (CI) a statement indicating the application of the prepayment among Loans to which the all outstanding Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and Loans or (DII) the Currency any outstanding Borrowing of such Loan and total Eurodollar Loans) shall be in an aggregate principal amount of such prepayment, which shall not be less than at least (x) $1,000,000, in the case of Term Eurodollar Loans, $500,000 and (y) $500,000, in the case of Revolving Loans maintained as Base Rate Loans and (z) $100,000, in the case of Swingline Loans and, in each case, if greater, in integral multiples of $100,000, provided, that no partial prepayment of Eurodollar Loans made -------- pursuant to a Borrowing shall reduce the aggregate principal amount of the Eurodollar Loans outstanding pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto; (iii) at the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) except as provided in clause (v) below, each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata --- ---- among the Banks which make such Loans, provided, that at the lesser Borrower's -------- election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank; (v) in the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 13.12(b), the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks), repay all Loans of such Bank (including all amounts, if any, owing pursuant to Section 1.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Bank in accordance with said Section 13.12(b), so long as (A), the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) the Total Utilization of Revolving Commitments or and (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loan.the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (v) shall have been obtained; and

Voluntary Prepayments. The (a) Borrower shall have the right to prepay the Term Loans of any Tranche, without premium or penalty (other than as provided in Section 4.01(b)), in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that the i) Borrower shall deliver give the Administrative Agent at its Notice Office a Notice of Loan Prepayment (or telephonic notice promptly confirmed in writing) of its intent to prepay all of the Applicable Administrative Agent not later than 1:00 p.m.Term Loans, or in the case of any partial prepayment, the Tranche of Term Loans to be prepaid, the amount of the Term Loans to be prepaid, the Types of Term Loans to be repaid, the manner in which such prepayment shall apply to reduce the Scheduled Repayments and, in the case of LIBO Rate Term Loans, the specific Borrowing or Borrowings pursuant to which made, which notice shall be given by Xxxxxxxx (x) prior to 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Term Loans and (iiy) prior to 12:00 Noon (New York City time) at least three (3) Business Days prior to the date of such prepayment in the case of LIBO Rate Term Loans (or, in the case of clauses (x) and (y), such shorter period as the Administrative Agent shall agree in its sole and absolute discretion), and be promptly transmitted by the Administrative Agent to each of the Lenders; (ii) each partial prepayment of the Revolving Loans or Term Loans denominated pursuant to this Section 5.01(a) shall be in Dollars an aggregate principal amount of at least $1,000,000 or such lesser amount as is acceptable to the Administrative Agent; provided that bear interest at if any partial prepayment of LIBO Rate Term Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBO Rate Term SOFR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then if such Borrowing is a Borrowing of LIBO Rate Option Term Loans, such Borrowing shall automatically be converted into a Borrowing of Base Rate Term Loans and any election of an Interest Period with respect thereto given by Borrower shall have no force or Daily Simple SOFR Rate Optioneffect; (iii) at least three each prepayment pursuant to this Section 5.01(a) in respect of any Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; provided that it is understood and agreed that this clause (3iii) Business Days may be modified as expressly provided in Section 2.14 in connection with an Extension Amendment; and (iv) each prepayment of principal of Term Loans of a given Tranche pursuant to this Section 5.01(a) shall be applied as directed by Borrower in the applicable Notice of Loan Prepayment delivered pursuant to this Section 5.01(a) or, if no such direction is given, in direct order of maturity. Notwithstanding anything to the contrary contained in this Agreement, any such Notice of Loan Prepayment pursuant to this Section 5.01(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including, but not limited to, the effectiveness of other credit facilities, the occurrence of a Change of Control or any similar event), in which case such notice may be revoked by Borrower (by written notice to the Administrative Agent on or prior to the date specified effective date) if such condition is not satisfied. (b) In the event (i) of prepayment of a refusal by a Lender to consent to proposed changes, amendments, waivers, discharges or terminations with respect to this Agreement which have been approved by the Revolving Loans denominated Required Lenders as (and to the extent) provided in Alternative Currencies that bear interest Section 13.12(b) or (ii) any Lender becomes a Defaulting Lender, Borrower may, upon three Business Days’ prior written notice to the Administrative Agent at the Eurocurrency Rate Option; Notice Office (ivor such shorter notice as may be agreed by the Administrative Agent) at least three (3) Business Days prior repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and other amounts owing to such Lender in accordance with, and subject to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loansrequirements of, in each case of the foregoing option in this Section 2.11(a13.12(b), setting forth the following information: (A) the dateso long as, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loansany repayment pursuant to clause (i) hereof, $500,000 and (ythe consents, if any, required under Section 13.12(b) in connection with the case repayment pursuant to such clause (i) have been obtained. Each prepayment of Revolving any Term Loan pursuant to this Section 5.01(b) shall reduce the then remaining Scheduled Repayments of the applicable Tranche of Term Loans and Swingline Loans, on a pro rata basis (based upon the lesser then remaining unpaid principal amounts of (A) Scheduled Repayments of the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanrespective Tranche after giving effect to all prior reductions thereto).

Voluntary Prepayments. The (a) Subject to Section 5.05, the Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at the Notice Office (ix) at least one Business Day’s prior written notice (1or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Day Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether Term Loans or Revolving Loans shall be prepaid, the date amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Revolving Loans or Term Loans that bear interest at the Base Rate OptionLenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least three $2,000,000 (3) Business Days prior or such lesser amount as is acceptable to the date of Administrative Agent) and (y) each partial prepayment of the Revolving Loans pursuant to this Section 5.01(a) shall be in an aggregate principal amount of at least $1,000,000 (or Term such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans denominated in Dollars that bear interest at made pursuant to any Borrowing shall reduce the Term SOFR outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Option Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or Daily Simple SOFR Rate Optioneffect; (iii) at least three (3each prepayment pursuant to this Section 5.01(a) Business Days prior to the date in respect of prepayment of the any Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior made pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which a Borrowing shall be a Business Day, on which the proposed prepayment is applied to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application with each RL Lender to be allocated its applicable RL Percentage of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, provided that at the Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; (iv) each voluntary prepayment in respect of any Term Loans made pursuant to this Section 5.01(a) shall be allocated to the Term Loans, with each Term Lender to be allocated its applicable Term Loan Percentage of the amount of such prepayment; and (v) each voluntary prepayment of the Term Loans pursuant to this Section 5.01(a) (in excess of amounts required to be paid for the applicable period pursuant to Section 5.02) shall be applied to reduce the remaining Scheduled Term Loan Repayments of such Term Loans in inverse order of maturity. (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall not be less than promptly transmit to each of the Lenders), repay all Loans of such Lender (xincluding all amounts, if any, owing pursuant to Section 2.11), together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (or owing to such Lender with respect to each Tranche which gave rise to the need to obtain such Lender’s individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b), so long as (A) in the case of Term Loansthe repayment of Revolving Loans of any Lender pursuant to this clause (b), $500,000 (x) the Revolving Loan Commitment of such Lender is terminated concurrently with such repayment pursuant to Section 4.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments) and (y) such Lender’s RL Percentage, if any, of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of the Term Loans pursuant to this Section 5.01(b) shall be applied to reduce the then remaining Scheduled Term Loan Repayments of such Term Loans on a pro rata basis (based upon the remaining principal amount of each such Scheduled Term Loan Repayments after giving effect to all prior reductions thereto). (c) Notwithstanding anything to the contrary herein, in the event that the Borrower (i) prepays, refinances, substitutes or replaces any Term Loans in connection with a Repricing Transaction, or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Term Lenders, a prepayment fee equal to 1.0% of the aggregate principal amount of such prepayment (or, in the case of Revolving clause (ii) above, of the aggregate amount of Term Loans and Swingline Loans, outstanding immediately prior to such amendment) if made on or prior to the lesser of (A) date that is one year after the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving LoanEffective Date.

Voluntary Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in partLoans, without premium or penalty (except as set forth for amounts payable pursuant to Section 1.12), in Section 2.12(d)); provided that whole or in part, from time to time on the following terms and conditions: (i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Term Loans or Revolving Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which such prepayment is made, which notice shall be received by the Administrative Agent (x) in the case of Base Rate Loans, no later than 1:00 p.m., 12:00 Noon (New York City Time, (itime) at least one (1) Business Day prior to the date of prepayment such prepayment, or (y) in the case of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least Eurodollar Loans, three (3) Business Days prior to the date of such prepayment, which notice shall promptly be transmitted by the Administrative Agent to each of the Banks; (ii) each partial prepayment of any Borrowing shall be in an aggregate principal amount of at least $1,000,000, provided that no partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the Revolving aggregate principal amount of the Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optionoutstanding pursuant to such Borrowing to an amount less than $1,000,000; (iii) at least three (3) Business Days prior each prepayment in respect of any Loans made pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Optiona Borrowing shall be applied pro rata among such Loans; and (iv) at least three (3) Business Days prior to the date of each prepayment of Term Loans pursuant to this Section 3.02 shall be applied to reduce the Revolving Loans denominated then remaining Scheduled Repayments either in Alternative Currencies that bear interest at inverse order of maturity or on a pro rata basis (based upon the Daily Simple RFR Option; or (v) on the date then remaining principal amount of prepayment of Swingline Loanseach such Scheduled Repayment), in each case of as the foregoing option Borrower may direct in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanits sole discretion.

Voluntary Prepayments. (a) The Borrower shall have the right at any time and to prepay its Term Loans, subject to clause (b) below, in whole or in part from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that a) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not at the Administrative Agent’s Office written notice (or telephonic notice promptly confirmed in writing) of its intent to make such prepayment, the amount of such prepayment and (in the case of LIBOR Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower no later than 1:00 p.m., 12:00 noon (New York City Time, time) (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term LIBOR Loans, $500,000 three Business Days prior to and (yii) in the case of Revolving ABR Loans, one Business Day prior to, the date of such prepayment and shall promptly be transmitted by the Administrative Agent to each of the Lenders; (b) each partial prepayment of (i) any Borrowing of LIBOR Loans shall be in a minimum amount of $5,000,000 and in multiples of $1,000,000 in excess thereof and (ii) any ABR Loans shall be in a minimum amount of $1,000,000 and in multiples of $100,000 in excess thereof; provided that no partial prepayment of LIBOR Loans made pursuant to a single Borrowing shall reduce the outstanding LIBOR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for such LIBOR Loans and Swingline (c) any prepayment of LIBOR Loans pursuant to this Section 5.1 on any day other than the last day of an Interest Period applicable thereto shall be subject to compliance by the Borrower with the applicable provisions of Section 2.11. Each prepayment in respect of any Term Loans pursuant to this Section 5.1 shall be (a) applied pro rata to the Tranche B-1 Term Loans, the lesser Tranche B-2 Term Loans and the New Term Loans based on the applicable remaining Repayment Amounts due thereunder and (b) subject to the preceding subclause (a), applied to reduce Tranche X-0 Xxxxxxxxx Xxxxxxx, Xxxxxxx X-0 Repayment Amounts and/or any New Term Loan Repayment Amounts, as the case may be, in such order as the Borrower may specify. (i) In the event that the Tranche B-1 Term Loans are repaid in whole or in part pursuant to Section 5.1(a) or Section 5.2(a)(i) on or after the Closing Date but on or prior to the first anniversary of the Closing Date, the Borrower shall pay to Tranche B-1 Term Loan Lenders having Tranche B-1 Term Loans, a prepayment premium of 1.00% on the amount so repaid and (Aii) in the Total Utilization event that the Tranche B-2 Term Loans are repaid in whole or in part pursuant to Section 5.1(a) or Section 5.2(a)(i), the Borrower shall pay to Tranche B-2 Term Loan Lenders having Tranche B-2 Term Loans, a prepayment premium as follows: (i) 2.00% of Revolving Commitments such amount so repaid if such prepayment occurs on or after the Closing Date but on or prior to the first anniversary of the Closing Date and (Bii) 1.00% of such amount so repaid if such prepayment occurs after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date. Notwithstanding anything to the contrary contained in this Section 5.1(b), the premiums set forth herein shall not be applicable to prepayments of Term Loans of up to $100,000 for any Swingline Loan and $500,000 for any Revolving Loan150,000,000 in aggregate principal amount, to the extent such prepayments are made pursuant to this Section 5.1 on or prior to the date that is 45 days after the Closing Date.

Voluntary Prepayments. The Borrower shall have may, upon notice to the right Administrative Agent, at any time and or from time to time to voluntarily prepay any Borrowing Term Loans in whole or in part, without premium or penalty (except as set forth in subject to Section 2.12(d)2.03(f); provided that (i) such notice must be received by the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m.12:00 p.m, New York City Timetime (or such other later time which is acceptable to the Administrative Agent), (iA) at least one (1) three Business Day Days prior to the any date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; Loans, and (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (vB) on the date of prepayment of Swingline Base Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option appliescase, the Daily Simple RFR Option applies entire amount thereof then outstanding. Each such notice shall specify the date and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepaymentprepayment and the Type(s) of Loans to be prepaid and, which shall not if Eurocurrency Rate Loans are to be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loansprepaid, the lesser 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 ratable portion of such prepayment (Abased on such Lender’s Applicable Percentage). 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 may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, in each case, with the requirements of Section 3.05 to apply to any failure of the contingency to occur and any such extension or revocation. 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 prepayment of the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied to the Total Utilization scheduled installment payments thereof as the Borrower shall direct, and each prepayment of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving LoanLoans shall be paid to the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty (except as provided below in Section 4.01(c)), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 1:00 PM (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any Base Rate Loans and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Loans to be prepaid and, in the case of LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice the Administrative Agent shall, promptly transmit to each of the Lenders; (ii) each partial prepayment of Loans pursuant to this Section 4.01(a) shall be in whole an aggregate principal amount of at least $1,000,000 (or in part, without premium such lesser amount as constitutes a single Borrowing or penalty (except as set forth in Section 2.12(d)is otherwise reasonably acceptable to the Administrative Agent); provided that if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans have no force or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optioneffect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans; and (iv) each prepayment of Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Initial Repayments as directed by the Borrower or, absent such direction, in direct order of maturity thereof. A notice of optional prepayment may state that such notice is conditional upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of some other identifiable event or condition, in which case such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. (b) In the event of certain refusals by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.12(b), the Borrower may, upon at least three Business Days’ prior written notice to the Administrative Agent at the Notice Office (3which notice the Administrative Agent shall promptly transmit to each of the Lenders), repay all Loans of such Lender, together with accrued and unpaid interest and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) Business Days and terminate all Commitments of such Lender in accordance with, and subject to the requirements of Section 12.12(b), so long as the consents, if any, required by Section 12.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of Loans pursuant to this Section 4.01(b) shall reduce the then remaining Scheduled Initial Repayments in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity). (c) If, prior to the date six-month anniversary of the Effective Date, in connection with any Repricing Transaction, (x) the Borrower makes any prepayment of Effective Date Loans with the Revolving Loans denominated proceeds of any secured term loan Indebtedness referred to in Alternative Currencies that bear interest at clause (x) of the Eurocurrency Rate Option; definition of “Repricing Transaction”, or (ivy) at least three the Borrower effects any amendment of this Agreement resulting in a Repricing Transaction referred to in clause (3y) Business Days prior of the definition of “Repricing Transaction”, the Borrower shall pay to the date Administrative Agent, for the ratable account of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or each applicable Lender, (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xI) in the case of Term Loansclause (x), $500,000 a prepayment premium of 1% of the aggregate principal amount of the Effective Date Loans being prepaid and (yII) in the case of Revolving clause (y), a payment equal to 1% of the aggregate principal amount of the Effective Date Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loansubject to such Repricing Transaction.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay any Class of the Term Loans, without premium or penalty (except as provided below in Section 4.01(c) and subject to Section 2.11), in whole or in part at any time and from time to time on the following terms and conditions: (i) the Borrower shall give the Administrative Agent prior to 2:30 P.M. (New York City time) at the Notice Office (A) at least one Business Day’s prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any Base Rate Loans and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay LIBOR Loans, which notice (in each case) shall specify the amount of such prepayment and the Types of Term Loans to be prepaid and, in the case of LIBOR Loans, the specific Borrowing or Borrowings pursuant to which such LIBOR Loans were made, and which notice the Administrative Agent shall, promptly transmit to each of the Lenders; (ii) each partial prepayment of a Class of Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $1,000,000 or a whole multiple of $100,000 in excess thereof (or in part, without premium or penalty (except such lesser amount as set forth in Section 2.12(d)is acceptable to the Administrative Agent); provided that if any partial prepayment of LIBOR Loans made pursuant to any Borrowing shall reduce the outstanding principal amount of LIBOR Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of LIBOR Loans (and same shall automatically be converted into a Borrowing of Base Rate Loans) and any election of an Interest Period with respect thereto given by the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of prepayment of the Revolving Loans have no force or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optioneffect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Class of Term Loans made pursuant to a Borrowing shall be applied pro rata among such Term Loans; and (iv) each prepayment of any Class of Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the then remaining Scheduled Repayments thereof as directed by the Borrower or, absent such direction, in direct order of maturity thereof. (b) In the event of refusal by a Lender to consent to proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days’ prior written notice by the Borrower to the Administrative Agent at least three the Notice Office (3which notice the Administrative Agent shall promptly transmit to each of the Lenders), to repay all Term Loans of such Lender, together with accrued and unpaid interest, Fees and all other amounts then owing to such Lender (including all amounts, if any, owing pursuant to Section 2.11) Business Days and terminate all Commitments of such Lender in accordance with, and subject to the requirements of Section 12.12(b), so long as the consents, if any, required by Section 12.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained. Each prepayment of Term Loans of any Class pursuant to this Section 4.01(b) shall reduce the then remaining Scheduled Repayments on a pro rata basis (based on the then remaining principal amount of each such Scheduled Repayment after giving effect to all prior reductions thereto). (c) If, prior to the date six month anniversary of the Closing Date, (x) the Borrower makes any prepayment of Term Loans with the Revolving Loans denominated proceeds of any debt financing referred to in Alternative Currencies that bear interest at clause (x) of the Eurocurrency Rate Option; definition of “Repricing Transaction” (ivother than ABL Loans), or (y) at least three (3) Business Days prior effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the date Administrative Agent, for the ratable account of prepayment of the Revolving Loans denominated in Alternative Currencies each Lender (including any Lender that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(ais replaced for failing to consent to such amendment), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xI) in the case of clause (x), a prepayment premium of 1% of the aggregate principal amount of such Term Loans, $500,000 Loans being prepaid and (yII) in the case of Revolving clause (y), a payment equal to 1% of the aggregate principal amount of the Class of Term Loans and Swingline Loanssubject to such Repricing Transaction. (d) Notwithstanding anything to the contrary contained in this Agreement, the lesser Borrower may, subject to Section 2.11, rescind any notice of (Aprepayment pursuant to Section 4.01(a) the Total Utilization of Revolving Commitments or (Bb) $100,000 for if such prepayment would have resulted from a refinancing of all or any Swingline Loan and $500,000 for any Revolving Loanportion of the applicable Class, which refinancing shall not be consummated or shall otherwise be delayed.

Voluntary Prepayments. The Borrower shall have may, upon written notice delivered to the right at any time Administrative Agent (i) not later than 1:00 P.M. (New York City time) on the same Business Day, in the case of a prepayment of ABR Loans and from time (ii) no later than 1:00 P.M. (New York City time) two (2) Business Days before the date of prepayment (or such shorter or no notice as may be satisfactory to time the Administrative Agent), in the case of a prepayment of SOFR Loans, stating the aggregate principal amount of the prepayment and the Loans to be prepaid, prepay any the outstanding principal amounts of such Loans comprising part of the same Borrowing in whole or ratably in part, without premium or penalty (except as together with accrued interest to the date of such prepayment on the principal amount prepaid to the extent required by Section 3.3; provided, however, that losses incurred by any Bank under Section 3.7 shall be payable with respect to each such prepayment in the manner set forth in Section 2.12(d))3.7. Any such notice provided pursuant to this Section 4.5 shall be irrevocable; provided that that, a notice of prepayment conditioned upon the occurrence of any event or condition may be contingent upon the consummation of such event or condition and may be revoked by the Borrower in the event such contingency is not met. Partial prepayments pursuant to this Section 4.5 with respect to any Tranche of SOFR Loans shall deliver a Notice of Prepayment be in an aggregate principal amount equal to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, lesser of (ia) at least one $5,000,000 or an integral multiple of $1,000,000 in excess thereof and (1) Business Day prior to the date of prepayment of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Option; (iii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (Ab) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total aggregate principal amount of such prepaymentTranche of SOFR Loans then outstanding, which shall not be less than (x) in as the case may be; provided that no partial prepayment of Term Loansany Tranche of SOFR Loans may be made if, $500,000 and (yafter giving effect thereto, Section 2.1(b) would be contravened. Partial prepayments with respect to ABR Loans shall be made in the case of Revolving Loans and Swingline Loans, an aggregate principal amount equal to the lesser of (Ai) $1,000,000 or an integral multiple of $500,000 in excess thereof and (ii) the Total Utilization aggregate principal amount of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving LoanABR Loans then outstanding, as the case may be.

Voluntary Prepayments. The Each Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent prior to 12:00 Noon (New York City time) at the Notice Office (A) at least one Business Day’s (or such shorter period as agreed to by the Administrative Agent in its sole discretion) prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay any Base Rate Loans (or same day notice in the case of a prepayment of U.S. Dollar Denominated Swingline Loans) or Canadian Prime Rate Loans (or same day notice in the case of a prepayment of Canadian Dollar Denominated Swingline Loans) and (B) at least three Business Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollars Loans, which notice (in each case) shall specify whether U.S. Facility Revolving Loans, U.S. Facility Swingline Loans, Canadian Facility Revolving Loans or Canadian Facility Swingline Loans shall be prepaid, the amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall, except in the case of Swingline Loans, promptly transmit to each of the Lenders under the applicable Facility, provided that if a notice of optional prepayment is given in connection with a conditional notice of termination of the Total Unutilized Commitment in whole as contemplated by Section 4.02, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 4.02; (ii) each partial prepayment of Revolving Loans pursuant to this Section 5.01 shall be in an aggregate principal amount of at least $1,000,000 (or such lesser amount as is acceptable to the Administrative Agent in part, without premium or penalty (except as set forth in Section 2.12(d)any given case); provided that the Borrower shall deliver a Notice of Prepayment to the Applicable Administrative Agent not later than 1:00 p.m., New York City Time, (i) at least one (1) Business Day prior to the date of if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding principal amount of Eurodollar Loans or Term made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans that bear interest at the (and same shall automatically be converted into a Borrowing of Base Rate Option; (ii) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate OptionLoans); (iii) each prepayment pursuant to this Section 5.01 in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans, provided that at least three the applicable Borrower’s election in connection with any prepayment of Revolving Loans pursuant to this Section 5.01, such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender, and (3iv) Business Days prepayments of Bankers’ Acceptance Loans may not be made prior to the maturity date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; underlying Bankers’ Acceptances or (v) on the date of prepayment of Swingline LoansB/A Equivalent Notes, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in as the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanmay be.

Voluntary Prepayments. (a) The Borrower shall have the right at any time and from time to time --------------------- to prepay any Borrowing the Loans, and the right to allocate such prepayments to Revolving Loans, Swingline Loans and/or Term Loans as the Borrower elects, in whole or in part, without premium or penalty (except as set forth otherwise provided in Section 2.12(d)); provided that this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall deliver a give the Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of Prepayment its intent to prepay such Loans, whether such Loans are Term Loans, Revolving Loans or Swingline Loans, the Applicable Administrative Agent not later than 1:00 p.m.amount of such prepayment, the Type of Loans to be repaid and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 12:00 Noon (New York City Time, time) (ix) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Loans, (iiy) on the date of such prepayment in the case of Swingline Loans and (z) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall, except in the case of Swingline Loans, promptly be transmitted by the Agent to each of the Banks; (ii) each prepayment (other than prepayments in full of (x) all outstanding Base Rate Loans or (y) any outstanding Borrowing of Eurodollar Loans) shall be in an aggregate principal amount of at least (I) $500,000, in the case of Base Rate Loans (other than Swingline Loans), (II) $1,000,000, in the case of Eurodollar Loans and (III) $250,000, in the case of Swingline Loans, and, if greater, in integral multiples of $100,000, provided, that no partial prepayment of Eurodollar Loans made pursuant to a -------- Borrowing shall reduce the Revolving aggregate principal amount of the Eurodollar Loans or Term Loans denominated in Dollars that bear interest at outstanding pursuant to such Borrowing to an amount less than the Term SOFR Rate Option or Daily Simple SOFR Rate Option; Minimum Borrowing Amount applicable thereto; (iii) at least three (3) Business Days prior to the date time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the Revolving Loans denominated in Alternative Currencies that bear interest at last day of the Eurocurrency Rate Option; Interest Period applicable thereto, the Borrower shall pay the amounts required pursuant to Section 1.11; (iv) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided, that at least three (3) Business Days prior to the date of --- ---- -------- Borrower's election in connection with any prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in pursuant to this Section 2.11(a4.01(a), setting forth the following information: (A) the date, which such prepayment shall not be applied to any Revolving Loans of a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option appliesDefaulting Bank; and (Dv) each prepayment of principal of Term Loans pursuant to this Section 4.01(a) shall be applied to reduce the Currency then remaining Scheduled Repayments in direct order of maturity. (b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 12.12(b), the Borrower shall have the right, upon five Business Days' prior written notice to the Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks), to repay all Loans of such Loan Bank (including all amounts, if any, owing pursuant to Section 1.11), together with accrued and total principal amount of unpaid interest, Fees and all other amounts then owing to such prepaymentBank (or owing to such Bank with respect to the Facility which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 12.12(b), which shall not be less than so long as (xA) in the case of Term Loans, $500,000 and (y) in the case repayment of Revolving Loans and Swingline Loansof any Bank pursuant to this clause (b), the lesser Revolving Loan Commitment of such Bank is terminated concurrently with such repayment (Aat which time Annex I shall be deemed modified to reflect the changed Revolving Loan Commitments) the Total Utilization of Revolving Commitments or and (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanthe consents required by Section 12.12(b) in connection with the repayment pursuant to this clause (b) shall have been obtained.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than prior to 1:00 p.m., P.M. (New York City Time, time) at its Notice Office (ix) at least one Business Day's prior written notice (1or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Day Days' prior written notice (or telephonic notice promptly confirmed in writing) of its intent to the date of prepayment of the prepay Eurodollar Loans, whether Tranche A Term Loans, Tranche B Term Loans, Revolving Loans or Term Swingline Loans that bear interest at shall be prepaid, the Base Rate Optionamount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Banks; (ii) each prepayment shall be in an aggregate principal amount of at least three $500,000 (3) Business Days prior to or $100,000 in the date case of Swingline Loans), provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optioneffect; (iii) at least three (3prepayments of Eurodollar Loans made pursuant to this Section 4.01(a) Business Days prior may only be made on the last day of an Interest Period applicable thereto except that the Borrower may make prepayments of Eurodollar Loans on a day which is not the last day of an Interest Period applicable to the date of prepayment of Loans being prepaid so long as the Revolving Loans denominated Borrower shall compensate each Bank for any breakage costs and any other amounts due such Bank in Alternative Currencies that bear interest at the Eurocurrency Rate Optionaccordance with Section 1.11; (iv) at least three (3) Business Days prior each prepayment in respect of any Loans made pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Optiona Borrowing shall be applied pro rata among such Loans; or (v) on the date of except as provided below in this clause (v), each voluntary prepayment of Swingline Loans, in Term Loans pursuant to this Section 4.01(a) shall be applied pro rata to each case Tranche of Term Loans (with each Tranche of Term Loans to be allocated its respective Term Loan Percentage of the foregoing option in this Section 2.11(aamount to be applied), setting forth the following information: and (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xa) in the case of repayments of Tranche A Term Loans, $500,000 such repayments shall be applied to reduce the then remaining Tranche A Term Loan Scheduled Repayments pro rata based upon the then remaining amount of each Tranche A Term Loan Scheduled Repayment after giving effect to all prior reductions thereto, and (yb) in the case of Revolving Loans and Swingline repayments of Tranche B Term Loans, such repayments shall be applied to reduce the lesser then remaining Tranche B Scheduled Term Loan Scheduled Repayments pro rata based upon the then remaining amount of each Tranche B Term Loan Scheduled Repayment after giving effect to all prior reductions thereto, provided that (A) any voluntary prepayment of Term Loans pursuant to this Section 4.01(a) which is made (x) in any fiscal year with proceeds of the Total Utilization Retained Excess Cash Flow Amount, as then in effect, for such fiscal year or (y) with proceeds of Revolving Commitments or the Retained Net Equity Proceeds Amount may (in each case) be applied, at the Borrower's option (and upon written notice to the Administrative Agent at the time notice of such prepayment is given by the Borrower), to prepay only one Tranche of Term Loans, and with each such prepayment to reduce the then remaining Scheduled Repayments of such Tranche of Term Loans pro rata based upon the then remaining amount of each such Scheduled Repayment after giving effect to all prior reductions thereto and (B) no more than $100,000 for 10,000,000 (or $15,000,000 commencing on January 1, 2000) may be applied in any Swingline Loan calendar year in accordance with this proviso; and $500,000 for (vi) at the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 4.01(a), such prepayment shall not be applied to any Revolving LoanLoan of a Defaulting Bank. (b) In the event of a refusal by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as (and to the extent) provided in Section 13.12(b), the Borrower may, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Banks) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Bank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (A) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (b) the Revolving Loan Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 3.02(c) (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments), and (B) the consents, if any, required by Section 13.12(b) in connection with the repayment pursuant to this clause (b) have been obtained.

Voluntary Prepayments. The MMI shall have the right to prepay the --------------------- Loans and each Local Currency Borrower shall have the right at any time and from time to time to prepay any Borrowing the Loans made to such Borrower, in whole or in part, without premium or penalty (except as set forth otherwise provided in Section 2.12(d)); provided that this Agreement, from time to time on the following terms and conditions: (i) each such Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m.at the Appropriate Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, New York City whether such Loans are Revolving Loans or Swingline Loans, the amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by such Borrower prior to 11:00 A.M. (Dallas Time, ) (ix) at least one (1) Business Day prior to the date of such prepayment in the case of the US Revolving Loans or Term Loans that bear interest at the maintained as Base Rate Option; Loans, (iiy) on the date of such prepayment in the case of Swingline Loans and (z) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans or Multi- Currency Revolving Loans, which notice shall, except in the case of Swingline Loans, promptly be transmitted by the Administrative Agent to the Multi-Currency Agent and each of the Banks; (ii) each prepayment shall be in an aggregate principal amount of at least US$250,000 (or the Foreign Currency Equivalent thereof) (or US$100,000 in the case of Swingline Loans), provided that no -------- partial prepayment of Eurodollar Loans made pursuant to a Borrowing shall reduce the Revolving aggregate principal amount of the Loans or Term Loans denominated in Dollars that bear interest at outstanding pursuant to such Borrowing to an amount less than the Term SOFR Rate Option or Daily Simple SOFR Rate OptionMinimum Borrowing Amount applicable thereto; (iii) each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at least three (3) Business Days prior to the date of any --- ---- -------- Borrower's election in connection with any prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior pursuant to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a)4.01, setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed such prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of applied to any Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loana Defaulting Bank.

Voluntary Prepayments. (a) The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at the Notice Office (ix) at least one Business Day’s prior written notice (1or telephonic notice promptly confirmed in writing) of its intent to prepay Base Rate Loans and (y) at least three Business Day Days’ prior written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay Eurodollar Loans, which notice (in each case) shall specify whether A-1 Term Loans, A-2 Term Loans, B Term Loans or Revolving Loans shall be prepaid, the date amount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Loans were made, and which notice the Administrative Agent shall promptly transmit to each of the Revolving Loans or Term Loans that bear interest at the Base Rate OptionLenders; (ii) (x) each partial prepayment of Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least three $1,000,000 (3) Business Days prior or such lesser amount as is acceptable to the date of Administrative Agent), and (y) each partial prepayment of the Revolving Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $250,000 (or Term such lesser amount as is acceptable to the Administrative Agent), provided that if any partial prepayment of Eurodollar Loans denominated in Dollars that bear interest at made pursuant to any Borrowing shall reduce the Term SOFR outstanding principal amount of Eurodollar Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount applicable thereto, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans (and same shall automatically be converted into a Borrowing of Base Rate Option Loans) and any election of an Interest Period with respect thereto given by the Borrower shall have no force or Daily Simple SOFR Rate Optioneffect; (iii) each prepayment pursuant to this Section 4.01(a) in respect of any Loans made pursuant to a Borrowing shall be applied pro rata among such Loans, provided that at least three (3) Business Days prior to the date of Borrower’s election in connection with any prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Optionpursuant to this Section 4.01(a), such prepayment shall not, so long as no Default or Event of Default then exists, be applied to any Revolving Loan of a Defaulting Lender; and (iv) at least three (3) Business Days prior to the date of each voluntary prepayment of the Revolving Term Loans denominated pursuant to this Section 4.01(a) shall, except as otherwise provided in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date Section 4.02(l), be applied pro rata to each Tranche of prepayment of Swingline outstanding Term Loans, in each case with the A-1 Term Loans to be allocated the A-1 Term Loan Percentage of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not the A-2 Term Loans to be allocated the A-2 Term Loan Percentage of the amount of such payment (it being understood and agreed that if the outstanding principal amount of A-2 Term Loans at such time is less than the A-2 Term Loan Percentage of such payment, then the amount that would otherwise be applied to prepay the A-2 Term Loans shall be applied to reduce the Total A-2 Term Loan Commitment) and the B Term Loans to be allocated the B Term Loan Percentage of the amount of such payment; and (xv) each prepayment of any Tranche of Term Loans pursuant to this Section 4.01(a) shall be applied (I) first, to reduce in direct order of maturity the Scheduled Repayments of such Tranche of Term Loans which are due and payable within twelve months from the date of such payment and (II) second, to the extent in excess of the amounts required to be applied pursuant to the preceding clause (I), to reduce the then remaining Scheduled Repayments of such Tranche of Term Loans being prepaid on a pro rata basis (based upon the then remaining unpaid principal amounts of such Scheduled Repayments after giving effect to all prior reductions thereto). (b) In the event of a refusal by a Lender to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Lenders as (and to the extent) provided in Section 13.12(b), the Borrower may, upon five Business Days’ prior written notice to the Administrative Agent at the Notice Office (which notice the Administrative Agent shall promptly transmit to each of the Lenders) repay all Loans, together with accrued and unpaid interest, Fees, and other amounts owing to such Lender in accordance with, and subject to the requirements of, said Section 13.12(b) so long as (I) all Commitments of such Lender are terminated concurrently with such repayment pursuant to Section 3.02(b) (at which time Schedule I shall be deemed modified to reflect the changed Commitments), (II) such Lender’s RL Percentage of all outstanding Letters of Credit is cash collateralized in a manner satisfactory to the Administrative Agent and the respective Issuing Lenders and (III) the consents, if any, required under Section 13.12(b) in connection with the case repayment pursuant to this clause (b) have been obtained. Each prepayment of any Term Loans, $500,000 and Loans pursuant to this Section 4.01(b) shall be applied to reduce the then remaining Scheduled Repayments of the Term Loans on a pro rata basis (y) in based upon the case then remaining unpaid principal amounts of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loansuch Scheduled Repayments after giving effect to all prior reductions thereto).

Voluntary Prepayments. The Borrower shall have the right to prepay the Loans, without premium or penalty, in whole or in part at any time and from time to time to prepay any Borrowing in whole or in part, without premium or penalty on the following terms and conditions: (except as set forth in Section 2.12(d)); provided that i) the Borrower shall deliver a Notice of Prepayment to give the Applicable Administrative Agent not later than 1:00 p.m., prior to 12:00 Noon (New York City Time, time) at its Notice Office (ix) at least one Business Day's prior written notice (1or telephonic notice promptly confirmed in writing) Business Day of its intent to prepay Base Rate Loans (or same day notice in the case of Swingline Loans provided such notice is given prior to the date 12:00 Noon (New York time) on such Business Day) and (y) at least three Business Days' prior written notice (or telephonic notice promptly confirmed in writing) of prepayment of the its intent to prepay Eurodollar Loans, whether Revolving Loans or Term Swingline Loans that bear interest at shall be prepaid, the Base Rate Optionamount of such prepayment and the Types of Loans to be prepaid and, in the case of Eurodollar Loans, the specific Borrowing or Borrowings pursuant to which made, which notice the Administrative Agent shall promptly transmit to each of the Lenders; (ii) each prepayment shall be in an aggregate principal amount of at least three (3) Business Days prior to the date of $100,000, provided that if any partial prepayment of Eurodollar Loans made pursuant to any Borrowing shall reduce the Revolving outstanding Eurodollar Loans made pursuant to such Borrowing to an amount less than $1,000,000, then such Borrowing may not be continued as a Borrowing of Eurodollar Loans and any election of an Interest Period with respect thereto given by the Borrower shall have no force or Term Loans denominated in Dollars that bear interest at the Term SOFR Rate Option or Daily Simple SOFR Rate Optioneffect; (iii) at least three (3) Business Days prior prepayments of Eurodollar Loans made pursuant to this Section 4.01 may only be made on the date last day of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Optionan Interest Period applicable thereto; (iv) at least three (3) Business Days prior each prepayment in respect of any Loans made pursuant to the date of prepayment of the Revolving Loans denominated a Borrowing shall, except as provided in Alternative Currencies that bear interest at the Daily Simple RFR Option; or clause (v) on below, be applied pro rata among such Loans; and (v) at the date of Borrower's election in connection with any prepayment of Swingline Loans, in each case of the foregoing option in Revolving Loans pursuant to this Section 2.11(a)4.01, setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed such prepayment is to be made; (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (x) in the case of Term Loans, $500,000 and (y) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for applied to any Revolving LoanLoan of a Defaulting Lender.

Voluntary Prepayments. The Each Borrower shall have the right at any time to --------------------- prepay the Loans, and from time the right to time allocate such prepayments to prepay any Borrowing Revolving Loans, Swingline Loans, Tranche A Term Loans, Tranche B Term Loans and/or Tranche C Term Loans made to such Borrower as such Borrower elects, in whole or in part, without premium or penalty (except as set forth otherwise provided in Section 2.12(d)); provided that this Agreement, from time to time on the following terms and conditions: (i) such Borrower shall give the Administrative Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of its intent to prepay the Loans, whether such Loans are Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans, Dollar Revolving Loans, Canadian Dollar Revolving Loans or Swingline Loans, the amount of such prepayment, the Types of Loans to be repaid and (in the case of Eurodollar Loans, Bankers' Acceptance Loans and/or B/A Equivalent Loans) the specific Borrowing(s) pursuant to which made, which notice (I) shall be given by the Borrower shall deliver a Notice of Prepayment prior to the Applicable Administrative Agent not later than 1:00 p.m., 12:00 Noon (New York City Time, time) (ix) at least one (1) Business Day prior to the date of such prepayment in the case of the Revolving Base Rate Loans or Term Canadian Prime Rate Loans, (y) on the date of such prepayment in the case of Swingline Loans that bear interest at the Base Rate Option; and (iiz) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans and (II) shall, except in the case of Swingline Loans, promptly be transmitted by the Administrative Agent to each of the Banks; (ii) each prepayment (other than prepayments in full of (I) all outstanding Base Rate Loans or Canadian Prime Rate Loans or (II) any outstanding Borrowing of Eurodollar Loans) shall be in an aggregate principal amount of at least (w) Cdn.$ 500,000, in the case of Canadian Dollar Revolving Loans, (x) $1,000,000, in the case of Eurodollar Loans, (y) $500,000, in the case of Dollar Revolving Loans and Term Loans maintained as Base Rate Loans and (z) $100,000, in the case of Swingline Loans and, in each case, if greater, in integral multiples of $100,000, provided, that no partial prepayment of Eurodollar Loans made pursuant to -------- a Borrowing shall reduce the Revolving aggregate principal amount of the Eurodollar Loans or Term Loans denominated in Dollars that bear interest at outstanding pursuant to such Borrowing to an amount less than the Term SOFR Rate Option or Daily Simple SOFR Rate Option; Minimum Borrowing Amount applicable thereto; (iii) at least three the time of any prepayment of Eurodollar Loans pursuant to this Section 4.01 on any date other than the last day of the Interest Period applicable thereto, the U.S. Borrower shall pay the amounts required pursuant to Section 1.11; (3iv) Business Days except as provided in clause (vii) below, each prepayment in respect of any Loans made pursuant to a Borrowing shall be applied pro rata --- ---- among such Loans, provided, that at such Borrower's election in connection -------- with any prepayment of Revolving Loans pursuant to this Section 4.01, such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank; (v) prepayments of Bankers' Acceptance Loans and B/A Equivalent Loans may not be made prior to the maturity date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at respective underlying Bankers' Acceptances or B/A Equivalent Notes, as the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, in each case of the foregoing option in this Section 2.11(a), setting forth the following information: (A) the date, which shall be a Business Day, on which the proposed prepayment is to be mademay be; (Bvi) a statement indicating the application each prepayment of the prepayment between the Revolving principal of Tranche A Term Loans, Tranche B Term Loans and Swingline LoansTranche C Term Loans pursuant to this Section 4.01 shall be applied to reduce the then remaining Scheduled Repayments of the respective Tranche in direct order of maturity (based upon the then remaining principal amounts of the Scheduled Repayments of the respective Tranche after giving effect to all prior reductions thereto); (Cvii) in the event of certain refusals by a statement indicating Bank to consent to certain pro posed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the application Required Banks as provided in Section 13.12(b), such Borrower may, upon five Business Days' prior written notice to the Administrative Agent at its Notice Office (which notice the Administrative Agent shall promptly transmit to each of the prepayment among Banks), repay all Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan Bank (including all amounts, if any, owing pursuant to Section 1.11), together with accrued and total principal amount of unpaid interest, Fees and all other amounts then owing to such prepaymentBank (or owing to such Bank with respect to each Tranche which gave rise to the need to obtain such Bank's individual consent) in accordance with said Section 13.12(b), which shall not be less than so long as (xA) in the case of the repayment of Revolving Loans of any Bank pursuant to this clause (vii), the Revolving Loan Commitment (and the related Sub-Commitment(s)) of such Bank is (are) terminated concurrently with such repayment (at which time Schedule I shall be deemed modified to reflect the changed Revolving Loan Commitments and related Sub-Commitments) and (B) the consents required by Section 13.12(b) in connection with the repayment pursuant to this clause (vii) shall have been obtained; and (viii) each prepayment of Term Loans pursuant to this Section 4.01 (except as provided in preceding clause (vii)) shall be applied to the Tranche A Term Loans, $500,000 the Tranche B Term Loans and the Tranche C Term Loans on a pro --- rata basis (y) in based upon the then outstanding principal amount of Tranche A ---- Term Loans, Tranche B Term Loans or Tranche C Term Loans, as the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanmay be).

Voluntary Prepayments. (a) The Borrower shall have the right at any time and from time to time --------------------- prepay the Revolving Loans made to prepay any Borrowing it, in whole or in part, without premium or penalty (penalty, except as set forth otherwise provided in Section 2.12(d)); provided that this Agreement, from time to time on the following terms and conditions: (i) the Borrower shall deliver a give the Agent at its Notice Office written notice (or telephonic notice promptly confirmed in writing) of Prepayment its intent to prepay such Revolving Loans, the Applicable Administrative Agent not later than 1:00 p.m.amount of such prepayment and (in the case of Eurodollar Loans) the specific Borrowing(s) pursuant to which made, which notice shall be given by the Borrower prior to 11:00 A.M. (New York City Time, time) (ix) at least one (1) Business Day on or prior to the date of such prepayment in the case of the Revolving Loans or Term Loans that bear interest at the Base Rate Option; Loans and (iiy) at least three (3) Business Days prior to the date of such prepayment in the case of Eurodollar Loans, which notice shall promptly be transmitted by the Agent to each of the Banks; (ii) each prepayment shall be in an aggregate principal amount of (A) at least $100,000 in the case of Eurodollar Loans and (B) at least $25,000 in the case of Base Rate Loans; provided, that no partial prepayment of Eurodollar Loans made pursuant to a -------- Borrowing shall reduce the Revolving aggregate principal amount of the Eurodollar Loans or Term Loans denominated in Dollars that bear interest at outstanding pursuant to such Borrowing to an amount less than the Term SOFR Rate Option or Daily Simple SOFR Rate OptionMinimum Borrowing Amount applicable thereto; and (iii) each prepayment in respect of any Revolving Loans made pursuant to a Borrowing shall be applied pro rata among such Revolving Loans; provided, that at least three the Borrower's election in connection with any prepayment of Revolving Loans pursuant to this Section 3.01, such prepayment shall not be applied to any Revolving Loans of a Defaulting Bank at any time when the aggregate amount of Revolving Loans of any Non-Defaulting Bank exceeds such Non-Defaulting Bank's Percentage of all Revolving Loans then outstanding. (3b) In the event of certain refusals by a Bank to consent to certain proposed changes, waivers, discharges or terminations with respect to this Agreement which have been approved by the Required Banks as provided in Section 11.12(b), the Borrower shall have the right, upon five Business Days Days' prior written notice to the date of prepayment Agent at its Notice Office (which notice the Agent shall promptly transmit to each of the Banks) to repay all Revolving Loans denominated in Alternative Currencies that bear interest at the Eurocurrency Rate Option; (iv) at least three (3) Business Days prior to the date of prepayment of the Revolving Loans denominated in Alternative Currencies that bear interest at the Daily Simple RFR Option; or (v) on the date of prepayment of Swingline Loans, together with accrued and unpaid interest, Fees and all other amounts due and owing to such Bank in each case of the foregoing option in this accordance with said Section 2.11(a11.12(b), setting forth the following information: so long as (A) the date, Revolving Loan Commitment of such Bank is terminated concurrently with such repayment pursuant to Section 2.02(b) (at which time Annex I shall be a Business Day, on which deemed modified to reflect the proposed prepayment is to be made; changed Revolving Loan Commitments) and (B) a statement indicating the application of the prepayment between the Revolving Loans, Term Loans and Swingline Loans; (C) a statement indicating the application of the prepayment among Loans to which the Base Rate Option applies, Term SOFR Rate Option applies, Daily Simple SOFR Option applies, the Daily Simple RFR Option applies and the Eurocurrency Rate Option applies; and (D) the Currency of such Loan and total principal amount of such prepayment, which shall not be less than (xconsents required by Section 11.12(b) in connection with the case of Term Loans, $500,000 and repayment pursuant to this clause (yb) in the case of Revolving Loans and Swingline Loans, the lesser of (A) the Total Utilization of Revolving Commitments or (B) $100,000 for any Swingline Loan and $500,000 for any Revolving Loanshall have been obtained.