Common use of Voluntary Prepayments Clause in Contracts

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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. 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. (i) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment notice to Administrative Agent, from the Administrative Borrower to on behalf of the Administrative AgentBorrowers, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that that: (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Revolving Credit Loans that are Eurodollar Rate Loans and (2) on the one Business Day prior to any date of prepayment of Revolving Credit Loans that are Base Rate Loans; and (B) any such prepayment of Revolving Credit Loans that are Eurodollar Rate Loans shall will be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof (thereof, or that are Base Rate Loans will be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall will specify the date and amount of such prepayment and the Type(s) of Revolving Credit 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, notice and of the amount of such Lender’s Applicable Percentage of such prepaymentShare thereof. If the Administrative Borrower gives such notice is given by notice, then the BorrowerBorrowers’ prepayment obligation will be irrevocable, and the Borrower shall Borrowers will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Revolving Credit Loan that is a Eurodollar Rate Loan shall will be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.05 (including amounts required pursuant to Section 3.05(c) and any foreign exchange losses). Subject to Section 2.153.07, each such prepayment shall will be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Applicable PercentagesPercentage Shares.

Voluntary Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans any Term Loan in whole or in part without premium or penaltypenalty (other than as set forth in clause (b) below); provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans and LIBOR Daily Floating Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Term Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or Revolving Loans may be voluntarily prepaid from time to time voluntarily time, without penalty or premium (subject to Section 15.1(c)), as follows: (i) with respect to Base Rate Loans and LIBOR Index Rate Loans, Borrowers may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount; (ii) with respect to Adjusted LIBOR Rate Loans, Borrowers may prepay any such Loans on any Business Day in whole or in part without premium or penalty(together with any amounts due pursuant to Section 15.1(c)) in an aggregate minimum amount of Five Hundred Thousand Dollars ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000) in excess of that amount; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2iii) with respect to Swing Line Loans, Borrowers may prepay any such Loans on any Business Day in whole or in part in any amount. All such prepayments shall be made: (i) upon written notice on the date of prepayment in the case of Base Rate Loans; (B) any such prepayment of Eurodollar , LIBOR Index Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)Swing Line Loans; and (Cii) any prepayment upon not less than three (3) Business Days’ prior written notice in the case of Base Adjusted LIBOR Rate Loans shall be Loans, in a principal amount of $1,000,000 each case given to Administrative Agent, or a whole multiple of $500,000 in excess thereof (orthe Swing Line Lender, if lessas the case may be, the entire principal amount thereof then outstanding). Each such notice shall specify by 11:00 a.m. on the date required (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 transmit such written notice to each Lender Lender). Upon the giving of its receipt of each any such notice, and the principal amount of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount Loans specified in such notice shall be become due and payable on the prepayment date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans (including PIK Principal) in whole or in part without premium or penaltypenalty other than, to the extent set forth in Section 2.04(d), any applicable Prepayment Premium; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three one Business Days Day prior to any date of prepayment (which notice may be extended or revoked in the discretion of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstandingBorrower). 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, and the Interest Period(s) of such Loansapplicable Prepayment Premium (if any). The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrower (and not extended or revoked), 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan Loans shall be accompanied by all accrued but unpaid interest on the amount prepaid, together with any additional amounts required applicable Prepayment Premium pursuant to Section 3.052.04(d) and, in the case of a repayment in full of the outstanding principal amount of the Loans (including any PIK Principal), the Exit Fee in accordance with Section 2.08(b). Subject to Section 2.153.05, each such prepayment shall be applied to the Loans of each Class held by the Lenders in accordance with their respective Applicable PercentagesPercentages for Loans of such Class.

Voluntary Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to and shall be prepaid, substantially in the Interest Period(s) form of such Loans. 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 (based on such Lender’s Applicable Percentage in respect of such prepaymentthe 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; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to the date of prepayment on the amount prepaid, together with and, in the case of Eurodollar Rate Loans, any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.152.04(a) shall be applied to the principal repayment installments thereof in the order of 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 of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m., central time, (1A) three Business Days prior to any date of prepayment of Eurodollar LIBO Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cii) any prepayment of Base LIBO Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof thereof; and (or, if less, the entire iii) any prepayment of Base Rate Loans shall be in a principal amount thereof then outstanding)of $500,000 or a whole multiple of $100,000 in excess thereof. 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 Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar LIBO Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPercentage Shares, provided that at the Borrower’s election in connection with any prepayment pursuant to this Section 2.4(a), such prepayment shall not be applied to any Loans of a Defaulting Lender.

Voluntary Prepayments. (i) The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable (Asubject to Section 2.11(a)(ii)) such notice must be in a form acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 11:00 A.M., New York City time, one (1) three Business Days Day prior to any date thereto, in the case of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate ABR Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.16 on the date of prepayment. Upon receipt of any such prepayment and notice, the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice together with (except in the case of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then Loans that are ABR Loans) accrued and unpaid interest to 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 date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment Partial prepayments of Loans shall be applied in an aggregate principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (or, in the event of a prepayment in full of the Construction Loans, the Vista Expansion Loans, the Term Loans, the Revolving Loans, the Revolving L/C Loans and the DSR L/C Loans, an amount equal to the outstanding principal amount of such Loans of the Lenders in accordance with their respective Applicable Percentagesbeing prepaid).

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower and/or Reduction / Termination of Commitments to the Administrative AgentLender, at any time or from time to time time, voluntarily prepay Delayed Draw Term Loans (in whole or in part part, without premium or penalty; provided that , subject to Section 3.05), provided, that: (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 11:00 a.m. (1I) at least three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term Benchmark Loans or ABR Loans, and (2II) on the at least five (5) Business Days prior to any date of prepayment of Base Rate RFR Loans; (B) any such prepayment of Eurodollar Rate Term Benchmark Loans shall be in a principal amount of Two Million Dollars ($5,000,000 2,000,000), or in a whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of RFR Loans shall be in a principal amount of One Million Dollars ($1,000,000), or in a whole multiple of One Million Dollars ($1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (CD) any prepayment of Base Rate ABR Loans shall be in a principal amount of One Million Dollars ($1,000,000 1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars ($500,000 500,000) 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 andprepaid. Subject to payment of breakage costs (if any) in accordance with Section 3.05, any such notice delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Lender on or prior to the specified effective date) 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 prepaymentcondition is not satisfied. 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, if a notice of prepayment is given subject to any condition specified in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from at its option, prepay the Borrower Revolving Credit Loans without premium or penalty (but subject to the Administrative AgentSection 3.5), in full at any time or in part from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable by delivering to the Administrative Agent an irrevocable written notice thereof on the proposed prepayment date, in the case of Revolving Credit Loans consisting of ABR Advances, and be received by the Administrative Agent not later than 11:00 a.m. at least (1i) three Business Days prior to any date the proposed prepayment date, in the case of Revolving Credit Loans denominated in Dollars and (ii) four Business Days prior to the proposed prepayment date, in the case of Revolving Credit Loans denominated in Alternative Currencies, consisting of Eurodollar Rate Loans and (2) on Advances, specifying whether the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Credit Loans to be prepaid andconsist of ABR Advances, if Eurodollar Rate Loans are Advances, or a combination thereof, the amount to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment prepaid and the payment date of prepayment, whereupon the amount specified in such notice shall be due and payable on the date specified therein; provided thatspecified. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Each partial prepayment of the Revolving Credit Loans pursuant to this subsection (a) shall be in an aggregate principal amount of $10,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof, or, if a notice of prepayment is given in connection with a conditional notice of termination less, the outstanding principal balance of the Aggregate Revolving Commitments Credit Loans. After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as contemplated by Section 2.06the result of a borrowing or a conversion) on the same date and which had the same Interest Period, then the outstanding principal balance of such notice of prepayment Eurodollar Advances shall exceed $5,000,000. Neither Swing Line Loans nor Competitive Bid Loans 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 additional 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. The Borrower Company may, upon delivery written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the date of a Notice of Loan Prepayment from the Borrower to the Administrative Agentprepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time or and from time to time voluntarily time, prepay Loans any Swing Line Loan on any Business Day in whole or in part without premium in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than one Business Day’s prior written or penalty; provided that (A) such notice must be telephonic notice, in a form acceptable to the Administrative Agent case of Base Rate Loans, and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days Days’ prior to any date of prepayment written or telephonic notice, in the case of Eurodollar Rate Loans and Loans, in each case given to Administrative Agent by 12:00 Noon (2New York City time) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (orrequired and, if lessgiven 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 prepay the entire principal amount thereof then outstanding); and (C) Term Loans or Revolving Loans on any prepayment of Base Rate Loans shall be Business Day in a principal whole or in part in an aggregate minimum amount of $1,000,000 or a whole multiple and multiples of $500,000 in excess thereof (orof that amount. All written notices delivered pursuant to this subsection 2.4B(i) shall be in the form of a Notice of Prepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) shall be irrevocable, if lessand once given as aforesaid, 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. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount Loans specified in such notice shall be become due and payable on the prepayment date specified therein; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination the refinancing of the Aggregate Revolving Commitments as contemplated by Section 2.06Loans with the proceeds of Indebtedness (other than the Loans) or in connection with a transaction that would result in a Change in Control and, then in either case, such transaction does not close, 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 revocable and the amount prepaid, together with amounts specified therein shall not be due and payable except for any additional amounts required payable as a result thereof pursuant to Section 3.05. Subject to Section 2.15, each subsection 2.6D. Any such voluntary prepayment shall be applied to the Loans of the Lenders as specified in accordance with their respective Applicable Percentagessubsection 2.4B(iv).

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from at its option, prepay the Borrower to the Administrative AgentABR Advances and Eurodollar Advances, in whole or in part, without premium or penalty (other than any indemnification amounts, as provided for in Section 2.14) at any time or and from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to by notifying the Administrative Agent in writing at least one Business Day prior to the proposed prepayment date in the case of Loans consisting of ABR Advances and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any the proposed prepayment date in the case of prepayment Loans consisting of Eurodollar Rate Loans and (2) on Advances, specifying the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andconsisting of ABR Advances, if Eurodollar Rate Loans are Advances or a combination thereof, the amount to be prepaid, prepaid and the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such Such notice is given by the Borrower, the Borrower shall make such prepayment be irrevocable and the payment amount specified in such notice shall be due and payable on the date specified therein; provided thatspecified, if a notice of prepayment is given in connection together with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, together the Administrative Agent shall promptly notify each Lender in respect thereof. Partial prepayments of ABR Advances and/or Eurodollar Advances shall be in an aggregate minimum principal amount of $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof, or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with any additional amounts required pursuant respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal amount of such Eurodollar Advances shall be at least (subject to Section 3.052.3(c)) $1,000,000 or such amount plus a whole multiple of $100,000 in excess thereof. Subject to Section 2.15, each such prepayment shall be applied Notwithstanding anything in this Agreement to the Loans contrary, voluntary prepayments by the Borrower of the Lenders in accordance with their respective Applicable PercentagesCompetitive Bid Advances are not permitted.

Voluntary Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term B Loans and Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) 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, if less, the entire principal amount thereof then outstanding). Each such notice of prepayment delivered pursuant to this Section 2.05 shall specify the date and amount of such prepayment, whether the prepayment is to be made with respect to Revolving Loans and/or Term B Loans 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 affected Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe relevant Facility). If such notice is given by the BorrowerBorrower and not withdrawn, 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05; provided that interest to be paid in connection with any such prepayment of Base Rate Loans (other than a prepayment in full) shall instead be paid on the next occurring Interest Payment Date. Subject to Section 2.152.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the relevant Facility. Each prepayment of Term B Loans pursuant to this Section 2.05 shall be applied to the remaining scheduled installments of Term B Loans to be made pursuant to Section 2.07(a) pro rata (based on the then remaining amounts of such remaining installments).

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, may at any time or from time on at least five (5) days' prior written notice by Borrower to time Agent (i) voluntarily prepay all or part of the Term Loans in whole and/or (ii) voluntarily prepay all or in part without premium or penaltyof the Revolving Loan and permanently reduce (but not terminate) the Revolving Loan Commitment; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans prepayments or reductions shall be in a principal minimum amount of $5,000,000 or a whole multiple 250,000 and integral multiples of $1,000,000 100,000 in excess thereof (or, if less, the entire principal of such amount thereof then outstanding); and (CB) the Revolving Loan Commitment shall not be reduced to an amount less than the greater of (x) $4,000,000 and (y) the L/C Sublimit. In addition, Borrower may at any prepayment of Base Rate time on at least ten (10) days' prior written notice by Borrower to Agent terminate the Revolving Loan Commitment; provided that upon such termination, all Loans and other Obligations 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. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be immediately due and payable on the date specified therein; provided that, if a notice of in full. Any such voluntary prepayment is given in connection with a conditional notice of and any such reduction or termination of the Aggregate Revolving Commitments as contemplated Loan Commitment must be accompanied by the payment of the fee required by Section 2.061.9(c), then such notice if any, plus the payment of prepayment may be revoked if such notice of termination is revoked any LIBOR funding breakage costs in accordance with Section 2.061.13(b). Any Upon any such reduction or termination of the Revolving Loan Commitment, Borrower's right to request Revolving Credit Advances, or request that Letter of Credit Obligations be incurred on its behalf, or request Swing Line Advances, shall simultaneously be permanently reduced or terminated, as the case may be; provided that a permanent reduction of the Revolving Loan Commitment shall not require a corresponding pro rata reduction in the L/C Sublimit (as defined in Annex B). Each notice of partial prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on designate the amount prepaid, together with any additional amounts required pursuant Loans or other Obligations to Section 3.05. Subject to Section 2.15, each which such prepayment is to be applied, provided that any partial prepayments of any Term Loan made by or on behalf of Borrower shall be applied to prepay the Loans scheduled installments of the Lenders such Term Loan in accordance with inverse order of their respective Applicable Percentagesmaturities.

Voluntary Prepayments. The Borrower may, upon the delivery to the Administrative Agent of a Notice of Loan Prepayment from the Borrower to the Administrative AgentPrepayment, at any time or from time to time voluntarily prepay Revolving Loans and/or the Term Loans in whole or in part without premium or penalty; provided that provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; provided further that if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a refinancing or is otherwise conditioned upon the effectiveness of one or more other events specified therein, such notice of prepayment may be revoked or deferred if the financing is not consummated or such other conditions are not satisfied (or if such financing or other conditions are delayed); (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (D) any prepayment of any Incremental Term Loan shall be applied as provided in the relevant Incremental Amendment. Each such notice shall specify the date and amount of such prepayment and the Type(s) and Class(es) 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 appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Any Borrower Party may, upon delivery of a Prepayment Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (Aa) with respect to Swingline Loans, the principal of any Swingline Loan may be prepaid by 11:00 a.m. on any Business Day, and any prepayment not received by 11:00 a.m. on such Business Day shall be deemed to have been made on the next succeeding Business Day; and (b) with respect to any other Loan, such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than than: (A) 11:00 a.m. (1i) three (3) Business Days prior to any date of prepayment of Eurodollar any Loans accruing interest at the Eurocurrency Rate, Floating LIBOR Rate Loans or the CP Rate; and (2ii) on five (5) Business Days prior to the date of prepayment of Base Rate LoansLoans denominated in Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Days prior to any such date of prepayment of Eurodollar Rate any Loans accruing interest at the Base Rate; and (ii) any prepayment of Loans shall be in a minimum principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof (thereof; or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice Prepayment Notice shall specify the date (which shall be a Business Day) and amount of such prepayment and prepayment, if applicable, the Type(s) of Syndicated 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 Funding Agent of its receipt of each such notice, and of the amount of such Lenderits Lender Group’s Applicable Repayment Percentage of such prepayment. If such notice is given by the Borrowera Borrower Party, the such Borrower Party shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that. With respect to any Loan prepaid pursuant to this Section 3.05, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may all accrued interest thereon shall be revoked if such notice of termination is revoked paid 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 3.02(b) and any additional amounts required pursuant to Section 3.054 with respect thereto shall be promptly paid following receipt of an accurate and correct invoice for such amounts. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders Principal Obligation held by each Lender in accordance with their respective Applicable Percentagesits applicable Repayment Percentage.

Voluntary Prepayments. The Subject to the payment of any prepayment or repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) and any other fees or amounts payable hereunder at such time, the Borrower may, upon delivery of a Notice of Loan Prepayment written notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Loans, in whole or in part without premium or penaltypart; provided that provided, that, (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. five (15) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; and (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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. 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, together with any additional (y) the prepayment or repayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts required pursuant due and payable hereunder at the time of prepayment. Each such prepayment shall be applied first, to Section 3.05outstanding Term C Loans (if any), second, to outstanding Term B Loans (if any) and third, to outstanding Term A Loans. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans Loans, in whole or in part without premium or penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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. If such notice is given by the Borrower, unless rescinded pursuant to the last sentence of this Section 2.05(a), the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Each notice delivered by the Borrower pursuant to this Section 2.05(a) shall be irrevocable; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned on the occurrence of a refinancing of all or any portion of the Loans or the occurrence of any other event which would have provided the cash proceeds for such prepayment, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified closing date of such refinancing or other such event) if such condition is not satisfied.

Voluntary Prepayments. (i) The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that , upon irrevocable (Asubject to Section 2.11(a)(ii)) such notice must be in a form acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) A.M., New York City time, three Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans Loans, and (2) on no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the date case of prepayment of Base Rate ABR Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such which notice shall specify the date and amount of such prepayment and whether the Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.16 on the date of prepayment. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice together with (except in the case of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then Loans that are ABR Loans) accrued and unpaid interest to 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 date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment Partial prepayments of Loans shall be applied in an aggregate principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof (or, in the event of a prepayment in full of the Construction Loans, the Term Loans, the Revolving Loans, and the Revolving L/C Loans, an amount equal to the outstanding principal amount of such Loans of the Lenders in accordance with their respective Applicable Percentagesbeing prepaid).

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; but with accrued interest thereon and any amounts due under Section 3.5, provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Committed Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.15, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares.

Voluntary Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans any Term Loan in whole or in part without premium or penaltypenalty (other than as set forth in clause (b) below); provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Term SOFR Rate Loans and (2) on the date of prepayment of Base Rate Loans and Daily Simple SOFR Rate Loans; (B) any such prepayment of Eurodollar Term SOFR Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of Daily Simple SOFR Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Term SOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Term Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares.

Voluntary Prepayments. The Any Borrower Party may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (Aa) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m.: (1i) three (3) Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans Loans; and (2ii) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cb) any prepayment of Base LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date (which shall be a Business Day) 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. If such notice is given by the Borrowera Borrower Party, the such Borrower Party shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; therein (provided that, if that the failure to make such payment shall not give rise to a notice Potential Default or Event of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06Default hereunder). Any prepayment of a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.054.05. Subject to Section 2.152.17, each such prepayment shall be applied to the Loans of the Lenders Obligations held by each Lender in accordance with their its respective Applicable PercentagesPercentage.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans L/C Borrowings in whole or in part part, subject to Section 2.05(d), without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York City time (1or such other later time which is acceptable to the Administrative Agent), (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if lessin each case, 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe 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; provided thatthat any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, if a notice in each case, with the requirements of prepayment is given in connection with a conditional notice of termination Section 3.05 to apply to any failure of the Aggregate Revolving Commitments as contemplated by Section 2.06, then contingency to occur and any such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06extension or revocation. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.15, each such prepayment 2.05(a) shall be applied to the Type(s) of Loan(s) in the manner as the Borrower shall direct, and each prepayment of Loans of shall be paid to the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Voluntary Prepayments. (i) The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily time, prepay the outstanding principal amount of the Term Loans in whole or in part without premium or penaltypart; provided provided, however, that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to if any date prepayment of prepayment any Borrowing of Eurodollar Rate Loans and (2) is made by the Borrowers other than on the date last day of an Interest Period for such Borrowing, the Borrowers shall also pay any amounts owing pursuant to Section 2.17(e); provided, further, that each partial prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount that is an integral multiple of $1,000,000.00. Upon the giving of such notice of prepayment, the principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Term 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 specified to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinfor such prepayment; provided that, if that a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then outstanding principal amount of the Term Loans in whole or in part may state that such notice is conditioned upon the effectiveness of prepayment other credit facilities or other financing transactions, and if any notice so states it may be revoked if by the Borrowers by notice to the Term Loan Administrative Agent on or prior to the date specified for such prepayment that the refinancing condition has not been met and the notice of such prepayment is to be revoked (it being understood that any Term Loans outstanding at the time of such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a or drawn thereafter will, upon such revocation, be continued as Base Rate Loans and, thereafter, may be converted to Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required Loans pursuant to Section 3.052.14). Subject to Section 2.15, each such prepayment All voluntary prepayments of Term Loans made hereunder shall be applied to as directed by the Loans Borrowers, or, in the case of the Lenders no direction, in accordance with their respective Applicable Percentagesdirect order of maturity.

Voluntary Prepayments. The Borrower Subject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) and any other fees or amounts payable hereunder at such time, the Issuer may, upon delivery of a Notice of Loan Prepayment written notice from the Borrower Issuer to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Notes, in whole or in part without premium or penaltypart; provided that provided, that, (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; and (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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. If such notice is given by the BorrowerIssuer, the Borrower Issuer 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 prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Notes prepaid, together (y) the repayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (x) with respect to any additional amounts required pursuant such prepayment on or prior to Section 3.05March 31, 2024, first, to outstanding Third Tranche Notes (if any), second, to the outstanding Second Tranche Notes, and third, to outstanding First Tranche Notes and (y) with respect to any such prepayment after March 31, 2024, first, to outstanding Third Tranche Notes (if any), second, to the outstanding Second Tranche Notes, and third, to outstanding First Tranche Notes and to the principal repayment installments of each thereof on a pro rata basis. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans Notes of the Lenders Purchasers in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Tranches.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). 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. If such the Borrower gives notice is given by of voluntary prepayment to the BorrowerAdministrative Agent, 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by pay all accrued interest on the amount prepaidinterest, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. If such notice is given by the Borrower and such prepayment is not made on the date stipulated in the notice, the applicable Loans shall be automatically converted to Base Rate Loans on such date, and the Borrower shall pay all accrued interest and any additional amounts required pursuant to Section 3.05. Amounts repaid may not be reborrowed.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; but with accrued interest thereon and any amounts due under Section 3.5, provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans or IBOR Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans or IBOR Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). 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 Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan or IBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.5. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares.

Voluntary Prepayments. The A Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower written notice to the Administrative Agent, at any time or from time to time voluntarily prepay one or more Loans in whole or in part without premium or penaltypenalty on any Business Day; provided that that: (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans and one (21) on the Business Day prior to any date of prepayment of Base Reference Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Any LIBOR Rate Loan in an Alternative Currency shall satisfy the above minimum thresholds for LIBOR Rate Loans on a Dollar Equivalent basis. Each such notice shall specify the date (which shall be a Business Day) 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 Loansprepayment. The Administrative Agent will shall promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such written notice is given by the a Borrower, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.054. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders Obligations held by each Lender in accordance with their its respective Applicable PercentagesPro Rata Share.

Voluntary Prepayments. The Each Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (Aa) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not by no later than 11:00 a.m. 2:00 p.m.: (1i) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars; (ii) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and denominated in Alternative Currencies, (2iii) on the five (5) Business Days prior to any date of prepayment of Base RFR Loans; and (iv) one (1) Business Day prior to any date of prepayment of Reference Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cb) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 (or such lesser amount as the Administrative Agent may agree in its sole discretion) in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and the Type(s) of Loans which Loan such prepayment is to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loansapplied to. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Lender Percentage of such prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; , provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked that if such payment is not so made, the prepayment notice of termination is revoked in accordance with Section 2.06shall be deemed revoked. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.054 hereof. Subject to Section 2.153.6, each such prepayment of a Loan (other than any Temporary Increase Loan) shall be applied to the Loans Obligations of the Lenders such Borrower held by each Lender in accordance with their its respective Applicable PercentagesShare of Commitments with respect to such Loan.

Voluntary Prepayments. The All or any portion of the unpaid principal balance of any Reference Rate Loan may be prepaid at any time by a payment to the Agent of immediately available Dollars by the Borrower mayand all or any portion of the unpaid principal balance of any Libor Loan may be prepaid or paid to the Agent by a payment of immediately available Dollars on the Interest Adjustment Date for such Loan, upon delivery upon, in the case of a Notice of Loan Prepayment Reference Rate Loan, one (1) Business Day prior telephonic, E-mail or telecopied notice promptly confirmed in writing from the Borrower to the Administrative Agent, at any time and, in the case of a Libor Loan, on the applicable Interest Adjustment Date and upon three (3) Business Days prior telephonic or telecopied notice promptly confirmed in writing from time the Borrower to time voluntarily prepay Loans in whole or in part the Agent, without premium or penalty; provided that (A) all such notice must payments and prepayments of Libor Loans shall be in a form acceptable to the Administrative Agent and be received accompanied by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) interest accrued on the principal amount being paid or prepaid through the date of payment or prepayment, and provided further that (i) each such partial payment or prepayment of Base Rate Loans; (B) any such prepayment principal of Eurodollar Rate Loans a Libor Loan shall be in such amount so that each outstanding Libor Loan remains in a principal amount of at least $5,000,000 or a whole and, to the extent in excess thereof, in an integral multiple of $1,000,000 in excess thereof (or1,000,000, if less, the entire principal amount thereof then outstanding); and (Cii) any each such partial payment or prepayment of Base principal of a Reference Rate Loans Loan shall be such amount so that each outstanding Reference Rate Loan remains in a principal amount of at least $1,000,000 or a whole multiple 2,500,000 or, to the extent in excess thereof, in integral multiples of $500,000 in excess thereof (or, if less, 1,000,000. The Borrower's notice of payment or prepayment to the entire principal amount thereof then outstanding). Each Agent shall designate whether such notice shall specify the date and amount payment or prepayment is a payment or prepayment of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar one or more Reference Rate Loans are to be prepaid, the Interest Period(s) of such or Libor Loans. The Administrative Agent will promptly notify each Lender Any permitted voluntary prepayment of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice any Loans shall be due made without premium or penalty other than the reimbursements provided for under Sections 2.10 (e) and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages2.10 (f).

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penaltypart, subject to Section 2.03(f); provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m, New York City time (1or such other later time which is acceptable to the Administrative Agent), (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar 44 Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if lessin each case, 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage ratable portion of such prepaymentprepayment (based 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 thatthat any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, if a notice in each case, with the requirements of prepayment is given in connection with a conditional notice of termination Section 3.05 to apply to any failure of the Aggregate Revolving Commitments as contemplated by Section 2.06, then contingency to occur and any such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06extension or revocation. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Term Loans pursuant to this Section 2.15, each such prepayment 2.03(a) shall be applied to the scheduled installment payments thereof as the Borrower shall direct, and each prepayment of Loans of shall be paid to the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower Company may, upon delivery written or telephonic notice to Administrative Agent on or prior to 12:00 Noon (New York City time) on the date of a Notice of Loan Prepayment from the Borrower to the Administrative Agentprepayment, which notice, if telephonic, shall be promptly confirmed in writing, at any time or and from time to time voluntarily time, prepay Loans any Swing Line Loan on any Business Day in whole or in part without premium in an aggregate minimum amount of $500,000 and multiples of $100,000 in excess of that amount. Company may, upon not less than one Business Day’s prior written or penalty; provided that (A) such notice must be telephonic notice, in a form acceptable to the Administrative Agent case of Base Rate Loans, and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days Days’ prior to any date of prepayment written or telephonic notice, in the case of Eurodollar Rate Loans and Loans, in each case given to Administrative Agent by 1:00 p.m. (2New York City time) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (orrequired and, if lessgiven 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 prepay the entire principal amount thereof then outstanding); and (C) Term Loans or Revolving Loans on any prepayment of Base Rate Loans shall be Business Day in a principal whole or in part in an aggregate minimum amount of $1,000,000 or a whole multiple and multiples of $500,000 in excess thereof (orof that amount. All written notices delivered pursuant to this subsection 2.4B(i) shall be in the form of a Notice of Prepayment and all notices whether written or telephonic delivered pursuant to this subsection 2.4B(i) shall be irrevocable, if lessand once given as aforesaid, 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. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount Loans specified in such notice shall be become due and payable on the prepayment date specified therein; provided that, that if a notice of prepayment is given in connection with a conditional notice of termination the refinancing of the Aggregate Revolving Commitments as contemplated by Section 2.06Loans with the proceeds of Indebtedness (other than the Loans) or in connection with a transaction that would result in a Change in Control and, then in either case, such transaction does not close, 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 revocable and the amount prepaid, together with amounts specified therein shall not be due and payable except for any additional amounts required payable as a result thereof pursuant to Section 3.05. Subject to Section 2.15, each subsection 2.6D. Any such voluntary prepayment shall be applied to the Loans of the Lenders as specified in accordance with their respective Applicable Percentagessubsection 2.4B(iv).

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Committed Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.152.16, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Any Borrower Party may, upon delivery of a Repayment Notice of Loan Prepayment from the Borrower to the Administrative AgentAgent which may be conditioned upon the occurrence of a financing or other event, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (Aa) such notice Repayment Notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m.: (1i) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans and Loans; (2ii) on the date of prepayment of Base Rate Loans; and (Biii) four Business Days prior to the date of prepayment of Loans denominated in Alternative Currencies; and (b) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 250,000 in excess thereof (thereof, or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice Repayment Notice shall specify the date (which shall be a Business Day) 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 noticeRepayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice Repayment Notice is given by the Borrowera Borrower Party, the such Borrower Party shall make such prepayment and the payment amount specified in such notice Repayment Notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on (to the amount prepaid, together with extent timely invoiced to the relevant Borrower) any additional amounts required pursuant to Section 3.054.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders Obligations held by each Lender in accordance with their its respective Applicable Percentagesshare of the Type(s) of Loans to be repaid.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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. 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in the form of a form acceptable to the Administrative Agent Notice of Loan Prepayment and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of Five Million and No/100 Dollars ($5,000,000 5,000,000.00) or a whole multiple of One Million and No/100 Dollars ($1,000,000 1,000,000.00) in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of Five Hundred Thousand and No/100 Dollars ($1,000,000 500,000.00) or a whole multiple of One Hundred Thousand and No/100 Dollars ($500,000 100,000.00) in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of 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, if that a notice Notice of prepayment is given in connection with a conditional notice of termination of Loan Prepayment delivered by the Aggregate Revolving Commitments as contemplated by Section 2.06, then Borrower may state that such notice is conditioned upon the effectiveness of prepayment other transactions, 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 notice of termination condition is revoked in accordance with Section 2.06not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Term Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The (i) Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Working Capital Loans in whole or in part without premium or penalty; provided that that: (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m.: (1) three Business Days prior to any date of prepayment of Working Capital Loans that are Eurodollar Rate Loans Loans; and (2) on one Business Day prior to the date of prepayment of Working Capital Loans that are Base Rate Loans; and (B) any such prepayment of Eurodollar Rate any Working Capital Loans of a given Type shall be in a principal amount of $5,000,000 1,000,000.00 or a whole multiple of $1,000,000 500,000.00 in excess thereof (for Eurodollar Rate Loans and $500,000.00 or a whole multiple of $100,000.00 in excess thereof for Base Rate Loans, or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Working Capital 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 Working Capital Lender of its receipt of each such notice, notice and of the amount of such Lender’s Applicable Working Capital Percentage of such prepaymentShare thereof. If Borrower gives such notice is given by the notice, then Borrower’s prepayment obligation shall be irrevocable, the and 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 prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Working Capital Loan that is a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Working Capital Loans of the Working Capital Lenders in accordance with their respective Applicable PercentagesWorking Capital Percentage Shares.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Committed Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Company shall specify the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the applicable Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares thereof.

Voluntary Prepayments. The Borrower (i) Subject to Section 2.13(d), Borrowers may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Advances and Swingline Loans in whole or in part without premium or penalty; provided provided, that (A1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1Milwaukee time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Domestic Rate Loans; (B2) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Domestic Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if whether such Advance is a Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoan or a Domestic Rate Loan. The Administrative Agent will promptly notify each Revolving Lender of its receipt of each such notice, and of the amount of such Revolving Lender’s Applicable 's Revolving Commitment Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable to Agent by 2:00 p.m Milwaukee time on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.052.2(f). Subject Each prepayment of the Revolving Advances and Swingline Loans received by Agent pursuant to this Section 2.15, each such prepayment 2.13(a)(i) shall be applied paid to the Loans of the Revolving Lenders in accordance with their respective Applicable PercentagesRevolving Commitment Percentages as follows: first, to the payment in full of any outstanding Protective Advances; second to the payment in full of any excess Revolving Facility Advances as required by Section 2.6; third to the payment in full of any outstanding Swingline Loans; and fourth to the payment of any other outstanding Revolving Advances. Revolving Advances prepaid may be reborrowed in accordance with the terms of this Agreement.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment, if any Incremental Term Loan is outstanding, whether such prepayment is to be applied to the Term Loan or any Incremental Term Loan(s), and if more than one Type of Loan is outstanding, 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. 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the remaining principal amortization payments of such Loans of as directed by the Borrower and to the applicable Lenders holding such Loans in accordance with their respective Applicable Percentages. If no such direction is provided by the Borrower, each such prepayment of the Loans shall be applied pro rata among all outstanding Loans in direct order of maturity.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (1A) three two (2) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of Ten Million and 00/100 Dollars ($5,000,000 10,000,000.00) or a whole multiple of One Million and 00/100 Dollars ($1,000,000 1,000,000.00) in excess thereof (or, thereof; if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if prepaid. All Term Loan prepayments permitted pursuant to this Section 2.07 shall be applied ratably to the unpaid installments of principal on the Term Loans. If the Borrower prepays a Loan but fails to specify the applicable Eurodollar Rate Loans are to be prepaidLoan which the Borrower is prepaying, the Interest Period(sprepayment shall be applied (i) of such first to Revolving Loans and then to Term Loans; and (ii) after giving effect to the allocations in clause (i) above and in the preceding sentence, first to Loans to Base Rate Loans, then to Eurodollar Rate 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 Revolving Credit Percentage or Applicable Term Loan Percentage, as applicable, 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesRevolving Credit Percentage or Applicable Term Loan Percentage, as applicable.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at (a) At any time or and from time to time voluntarily time, each Borrower may prepay Loans its Loans, in whole or in part part, together with accrued interest to the date of prepayment, without premium or penalty; penalty (except as provided that in clause (Aiii) such below), upon written notice must be in a form acceptable given to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., Charlotte time, three (13) three Business Days prior to any date of each intended prepayment of Eurodollar Rate LIBOR Loans and one (21) on the date of Business Day prior to each intended prepayment of Base Rate Loans; provided that (Bi) any such each partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole an integral multiple of $500,000 in excess thereof thereof, (or, if less, ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the entire aggregate outstanding principal amount thereof then outstanding)of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Type(s) aggregate principal amount and Type of the Loans to be prepaid (and, if Eurodollar Rate Loans are to be prepaidin the case of LIBOR Loans, the Interest Period(s) Period of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticethe Borrowing pursuant to which made), and of the amount of shall be irrevocable and shall bind such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall to make such prepayment and the payment amount specified in such notice shall be due and payable on the date terms specified therein; provided that. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, if subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment is given in connection with a conditional under this Section, the Administrative Agent will give prompt notice of termination of thereof to the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked Tranche 1 Lenders; provided that 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 additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied has also been furnished to the Loans of Tranche 1 Lenders, the Administrative Agent shall have no obligation to notify the Tranche 1 Lenders in accordance with their respective Applicable Percentagesrespect thereto.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower and/or Reduction / Termination of Commitments to the Administrative AgentLender, at any time or from time to time time, voluntarily prepay Delayed Draw Term Loans (in whole or in part part, without premium or penalty; provided that , subject to Section 3.05), provided, that: (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 11:00 a.m. (1I) at least three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2II) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of Two Million Dollars ($5,000,000 2,000,000), or in a whole multiple of One Million Dollars ($1,000,000 1,000,000) in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of One Million Dollars ($1,000,000 1,000,000), or in a whole multiple of Five-Hundred Thousand Dollars ($500,000 500,000) 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 andprepaid. Subject to payment of breakage costs (if any) in accordance with Section 3.05, any such notice delivered by the Borrower may be conditioned upon the effectiveness of other transactions, in which case, such notice may be revoked or its effectiveness deferred by the Borrower (by notice to the Lender on or prior to the specified effective date) 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 prepaymentcondition is not satisfied. 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, if a notice of prepayment is given subject to any condition specified in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower mayshall have the right to prepay Revolving Credit Loans, upon delivery without premium or penalty (other than amounts, if any, required to be paid pursuant to Section 2.11 with respect to prepayments of a Notice SOFR Loans made on any date other than the last day of Loan Prepayment from the Borrower to the Administrative Agentapplicable Interest Period), at any time in whole or in part, from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that on any date on the following terms and conditions: (Aa) such notice must be in a form acceptable to the Borrower shall give the Administrative Agent and at the Administrative Agent’s Office revocable 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 SOFR Loans, the specific Borrowing(s) pursuant to which made, which notice shall be received given by the Administrative Agent not Borrower no later than 11:00 a.m. 1:00 p.m. (1x) one Business Day prior to (in the case of ABR Loans) or (y) three Business Days prior to any date (in the case of SOFR Loans), (b) each partial prepayment of Eurodollar Rate Loans and (2) on the date any Borrowing of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Revolving Credit Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 and in excess thereof (or, if less, the entire an aggregate principal amount thereof then outstanding)of at least $5,000,000; provided that no partial prepayment of SOFR Loans made pursuant to a single Borrowing shall reduce the outstanding SOFR Loans made pursuant to such Borrowing to an amount less than the applicable Minimum Borrowing Amount for SOFR Loans and (Cc) any prepayment of Base Rate SOFR Loans pursuant to this Section 5.1 on any day prior to the last day of an Interest Period applicable thereto shall be in a principal amount subject to compliance by the Borrower with the applicable provisions of $1,000,000 or a whole multiple Section 2.11. All prepayments under this Section 5.1 shall also be subject to the provisions of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstandingSection 5.2(e). 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. If such notice is given by At 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, if a notice of prepayment is given ’s election in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of any 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 additional amounts required pursuant to this Section 3.05. Subject to Section 2.155.1, each such prepayment shall not be applied to the Loans any Loan of the Lenders in accordance with their respective Applicable Percentagesa Defaulting Lender.

Voluntary Prepayments. (i) The Borrower may, upon delivery of a Notice of Loan Prepayment from shall have the Borrower right voluntarily to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part from time to time, without premium or penalty, subject to clause (ii) of this Section 2.09(a) and to Section 3.05; provided provided, however, that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of each partial prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof thereof, in the case of Dollar denominated Eurodollar Loans, $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Base Rate Loans, €1,000,000 or whole multiples of €500,000 in the case of Foreign Currency Loans) and (orii) the Borrower shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, if lessin the case of any Revolving Loan which is a Base Rate Loan or any Swing Line Loan, by 1:00 P.M. (or 1:30 P.M. (New York time) in the entire principal amount thereof then outstandingcase of Dollar denominated Swing Line Loans and 10:00 A.M. (London time) in the case of Foreign Currency Swing Line Loans), on the date of prepayment and, in the case of any other Loan, by 1:00 P.M., at least three Business Days prior to the date of prepayment. Each such notice of prepayment shall specify the date and prepayment date, the principal amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, whether the Loan to be prepaid is a Revolving Loan (and which Class), Term Loan (and which Class), or Swing Line 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(s) Period of such LoansLoan. The Administrative Agent will promptly notify each Lender Each notice of its receipt of each prepayment shall be irrevocable and shall commit the Borrower to prepay such notice, and of Loan by the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable stated therein on the date specified stated therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to the foregoing amounts, prepaid under this Section 2.152.09(a) shall be applied as the Borrower may elect; provided that if the Borrower fails to specify the application of a voluntary prepayment, each then (x) in the case of a prepayment in Dollars, such prepayment shall be applied first to Revolving Base Rate Loans, then on a pro rata basis to Dollar denominated Eurodollar Revolving Loans and Foreign Currency Revolving Loans, then to Dollar denominated Swing Line Loans, then to Foreign Currency Swing Line Loans and then to the Term Loans pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (in accordance each case ratably to the remaining Principal Amortization Payments thereof), in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period and (y) in the case of a prepayment in Euro, such prepayment shall be applied first to Foreign Currency Revolving Loans and then to Foreign Currency Swing Line Loans. 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. At the Borrower’s election in connection with their respective Applicable Percentagesany prepayment pursuant to this Section 2.09, such prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. The Term Loan may not be voluntarily prepaid prior to December 7, 2014 (other than pursuant to Section 2.03(c)). From and after December 7, 2014, subject to the payment of any prepayment premium as required under Section 2.03(d), the Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Obligations, in whole or in part without premium or penaltypart; provided that provided, that, (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; and (Bii) any such prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) 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 2,500,000 (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. 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid (it being understood and agreed that if any prepayment is made on a day other than the last Business Day of a fiscal quarter, such prepayment shall be accompanied by, in addition to all accrued interest on the amount prepaid, together with any additional all interest that would have accrued on the amount prepaid had such prepayment been made on the last Business Day of the fiscal quarter in which such prepayment is made rather than the date upon which such prepayment was actually made), and the prepayment premium required under Section 2.03(d). Each such prepayment shall be applied first to all costs, expenses, indemnities and other amounts due and payable hereunder, then to payment of default interest, if any, then to payment of prepayment premium required pursuant by Section 2.03(d), then to Section 3.05payment of accrued interest and thereafter to the payment of principal. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.. *** Confidential Treatment Requested

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (1i) three Business Days prior to any the requested date of prepayment of Eurodollar Eurocurrency Rate Loans and (2ii) on the requested date of prepayment of Base Rate Loans; (B) any such . 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 (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.152.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Any prepayment shall be applied ratably to the remaining principal amortization payments of the Term Loan, including, without limitation, the final principal repayment installment on the Maturity Date.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from at its option, prepay the Borrower to the Administrative AgentPrime Rate Loans and LIBOR Loans, in whole or in part, without premium or penalty (other than any indemnification amounts, as provided for in Section 2.12) at any time or and from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to by notifying the Administrative Agent in writing at least one Business Day prior to the proposed prepayment date in the case of Loans consisting of Prime Rate Loans and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any the proposed prepayment date in the case of prepayment Loans consisting of Eurodollar Rate Loans and (2) on LIBOR Loans, specifying the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid andconsisting of Prime Rate Loans, if Eurodollar Rate LIBOR Loans are or a combination thereof, the amount to be prepaid, prepaid and the Interest Period(s) date of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such Such notice is given by the Borrower, the Borrower shall make such prepayment be irrevocable and the payment amount specified in such notice shall be due and payable on the date specified therein; provided thatspecified, if a notice of prepayment is given in connection together with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, together with any additional amounts required pursuant to Section 3.05the Administrative Agent shall promptly notify each Lender of the contents thereof. Subject to Section 2.15, each such prepayment Partial prepayments of Prime Rate Loans and/or LIBOR Loans shall be applied in an aggregate minimum principal amount of $5,000,000 or such amount plus a whole multiple of $1,000,000 in excess thereof, or, if less, the outstanding principal balance thereof. After giving effect to any partial prepayment with respect to LIBOR Loans which were converted on the same date and which had the same Interest Period, the outstanding principal amount of such LIBOR Loans shall be at least $1,000,000 or such amount plus a whole multiple of the Lenders $100,000 in accordance with their respective Applicable Percentagesexcess thereof.

Voluntary Prepayments. The Any Borrower Party may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than than: (A) 11:00 a.m. (1i) three (3) Business Days prior to any date of prepayment of Eurodollar any Loans accruing interest at the Eurocurrency Rate Loans or the CP Rate; and (2ii) on five (5) Business Days prior to the date of prepayment of Base Rate LoansLoans denominated in Alternative Currencies; and (B) 11:00 a.m. (i) one (1) Business Days prior to any such date of prepayment of Eurodollar Rate any Loans accruing interest at the Base Rate; and (ii) any prepayment of Loans shall be in a minimum principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof (thereof; or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and prepayment, if applicable, 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 Funding Agent of its receipt of each such notice, and of the amount of such Lenderits Lender Group’s Applicable Repayment Percentage of such prepayment. If such notice is given by the Borrowera Borrower Party, the such Borrower Party shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that. With respect to any Loan prepaid pursuant to this Section 3.05, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may all accrued interest thereon shall be revoked if such notice of termination is revoked paid 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 3.02(b) and any additional amounts required pursuant to Section 3.054 with respect thereto shall be promptly paid following receipt of an accurate and correct invoice for such amounts. Subject to Section 2.152.12, each such prepayment shall be applied to the Loans of the Lenders Principal Obligations held by each Lender in accordance with their respective Applicable Percentagesits applicable Repayment Percentage.

Voluntary Prepayments. The Borrower maymay in its sole and absolute discretion prepay Loans, upon delivery of a Notice of Loan Prepayment from the Borrower in whole or in part, without premium or penalty, but subject to Section 3.05 (if and to the Administrative Agentextent applicable), at any time or and from time to time voluntarily prepay time, by notifying the Administrative Agent in writing at least three Domestic Business Days, in the case of a prepayment of Term SOFR Loans, or one Domestic Business Day, in the case of a prepayment of ABR Loans, prior to the proposed prepayment date specifying (i) the Loans in whole or in part without premium or penalty; provided that to be prepaid, (Aii) the amount to be prepaid, and (iii) the date of prepayment. Upon receipt of each such notice, the Administrative Agent shall promptly notify each Lender thereof. Each such notice must given by the Borrower pursuant to this Section 2.05(a) shall be irrevocable, provided, that, notwithstanding anything to the contrary on the foregoing, a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or transactions (such notice to specify the proposed effective date of such other credit facilities or transactions), in a form acceptable which case such notice may be revoked by the Borrower (by notice to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days on or prior to any date of such specified effective date) if such condition is not satisfied and the Borrower shall indemnify the Lenders in accordance with Section 3.05, if and to the extent applicable. Each partial prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans Borrowing shall be (A) in the case of Term SOFR Loans, in a principal minimum amount of $5,000,000 or a whole an integral multiple of $1,000,000 in excess thereof (or, if less, or the entire principal remaining amount thereof then outstanding); of the Loans, and (CB) any prepayment in the case of Base Rate Loans shall be ABR Loans, in a principal minimum amount of $1,000,000 or a whole an integral multiple of $500,000 100,000 in excess thereof (or, if less, or the entire principal remaining amount thereof then outstanding)of the Loans. 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. 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment Loans shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable PercentagesLoans.

Voluntary Prepayments. The Borrower Subject to the payment of any repayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) and any other fees or amounts payable hereunder at such time, the Issuer may, upon delivery of a Notice of Loan Prepayment written notice from the Borrower Issuer to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Notes, in whole or in part without premium or penaltypart; provided that provided, that, (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; and (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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. If such notice is given by the BorrowerIssuer, the Borrower Issuer 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 prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Notes prepaid, together (y) the repayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (x) with respect to any additional amounts required pursuant such prepayment on or prior to Section 3.05March 31, 2024, first, to outstanding Second Tranche Notes (if any) and second, to outstanding First Tranche Notes and (y) with respect to any such prepayment after March 31, 2024, first, to outstanding Second Tranche Notes (if any) and second, to outstanding First Tranche Notes and to the principal repayment installments of each thereof in the inverse order of maturity. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans Notes of the Lenders Purchasers in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Tranches.

Voluntary Prepayments. The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Term Loan in whole or in part without premium or penalty; provided that (Aa) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans LIBOR Borrowings, and (2ii) on the date of prepayment of Adjusted Base Rate LoansBorrowings; and (Bb) any such voluntary prepayment of Eurodollar Rate Loans the Term Loan shall be in a principal amount of not less than One Million Dollars ($5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding1,000,000). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar LIBOR Borrowings at the Adjusted LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such LoansLIBOR Borrowings. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Term Loan Commitment Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar LIBOR Borrowing at the Adjusted LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.07.3. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders Term Loan in accordance with their respective Applicable Percentagesthe Term Loan Commitment Percentages of the Lenders.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at (a) At any time or and from time to time voluntarily time, IPC Holdings may prepay Loans its Loans, in whole or in part part, together with accrued interest to the date of prepayment, without premium or penalty; penalty (except as provided that in clause (Aiii) such below), upon written notice must be in a form acceptable given to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., Charlotte time, three (13) three Business Days prior to any date of each intended prepayment of Eurodollar Rate LIBOR Loans and one (21) on the date of Business Day prior to each intended prepayment of Base Rate Loans; provided that (Bi) any such each partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole an integral multiple of $500,000 in excess thereof thereof, (or, if less, ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the entire aggregate outstanding principal amount thereof then outstanding)of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under SECTION 3.17 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Type(s) aggregate principal amount and Type of the Loans to be prepaid (and, if Eurodollar Rate Loans are to be prepaidin the case of LIBOR Loans, the Interest Period(s) Period of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticethe Borrowing pursuant to which made), and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall be irrevocable and shall bind IPC Holdings to make such prepayment and the payment amount specified in such notice shall be due and payable on the date terms specified therein; provided that. Loans prepaid pursuant to this SECTION 3.7(A) may be reborrowed, if subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment is given in connection with a conditional under this Section, the Administrative Agent will give prompt notice of termination of thereof to the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked Tranche 1 Lenders; provided that 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 additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied has also been furnished to the Loans of Tranche 1 Lenders, the Administrative Agent shall have no obligation to notify the Tranche 1 Lenders in accordance with their respective Applicable Percentagesrespect thereto.

Voluntary Prepayments. The Borrower mayshall have the right to --------------------- prepay the Note, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agentin whole or in part, at any time or from time to time voluntarily (a "Voluntary Prepayment") on the following terms and conditions (collectively, the "Prepayment Procedures"): (a) Borrower shall give Lender written notice (or telephonic notice promptly confirmed in writing) (which notice shall be irrevocable), of its intent to prepay Loans in whole all or in part without premium or penalty; provided that a portion of the Note, at least three (A3) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (orprepayment, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such which notice shall specify the date and amount of such prepayment and the Type(sdate of such prepayment (the "Prepayment Date"), (b) each prepayment shall be in a minimum amount of Loans One Million Dollars (U.S. $1,000,000.00) and must be in integral multiples of One Hundred Thousand Dollars (U.S. $100,000.00) in excess thereof, (c) prepayments made pursuant to this Section 2.06 on a date other than on the last day of the Interest Period applicable thereto shall be accompanied by payment of any Funding Costs which Lender shall incur as a result of such prepayment and (d) Borrower shall pay all interest which would have accrued on the principal balance of the Loan (or portion thereof) being prepaid andafter the Prepayment Date to and including the last day of the Interest Period in which the Prepayment Date occurs (the "Interest Shortfall Payment"), 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 prepaymentprepayment occurs on a date which is not a Scheduled Payment Date. If any such notice is given by the Borrowergiven, 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. (i) The Borrower may, upon delivery of a Notice of Loan Prepayment from shall have the Borrower right voluntarily to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part from time to time, without premium or penalty, subject to clause (ii) of this Section 2.09(a) and to Section 3.05; provided provided, however, that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of each partial prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof thereof, in the case of Dollar denominated Eurodollar Loans, $500,000 or a whole multiple of $100,000 in excess thereof, in the case of Base Rate Loans, €1,000,000 or whole multiples of €500,000 in the case of Foreign Currency Loans and (orii) the Borrower shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, if lessin the case of any Revolving Loan which is a Base Rate Loan or any Swing Line Loan, by 1:00 p.m. (or 1:30 P.M. (New York time) in the entire principal amount thereof then outstandingcase of Dollar denominated Swing Line Loans and 10:00 A.M. (London time) in the case of Foreign Currency Swing Line Loans), on the date of prepayment and, in the case of any other Loan, by 1:00 p.m., at least three Business Days prior to the date of prepayment. Each such notice of prepayment shall specify the date and prepayment date, the principal amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, whether the Loan to be prepaid is a Revolving Loan (and which Class), Term Loan (and which Class), or Swing Line 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(s) Period of such LoansLoan. The Administrative Agent will promptly notify each Lender Each notice of its receipt of each prepayment shall be irrevocable and shall commit the Borrower to prepay such notice, and of Loan by the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable stated therein on the date specified stated therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to the foregoing amounts, prepaid under this Section 2.152.09(a) shall be applied as the Borrower may elect; provided that if the Borrower fails to specify the application of a voluntary prepayment, each then (x) in the case of a prepayment in Dollars, such prepayment shall be applied first to Revolving Base Rate Loans, then on a pro rata basis to Dollar denominated Eurodollar Revolving Loans and Foreign Currency Revolving Loans, then to Dollar denominated Swing Line Loans, then to Foreign Currency Swing Line Loans and then to the Term Loans pro rata according to the respective outstanding principal amounts of the Term Loans then held by the Term Lenders (in accordance each case ratably to the remaining Principal Amortization Payments thereof), in each case first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period and (y) in the case of a prepayment in Euro, such prepayment shall be applied first to Foreign Currency Revolving Loans and then to Foreign Currency Swing Line Loans. 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. At the Borrower’s election in connection with their respective Applicable Percentagesany prepayment pursuant to this Section 2.09, such prepayment shall not be applied to any Loan of a Defaulting Lender.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar EurodollarSOFR Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar EurodollarSOFR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar EurodollarSOFR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.152.16, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans may be repaid in whole or in part without premium or penaltypenalty (except, in the case of Term SOFR Rate Loans, amounts payable pursuant to Section 3.05); provided provided, that (Ai) such notice a Notice of Loan Prepayment must be in a form acceptable to the Administrative Agent and be received by 11:00 a.m. by the Administrative Agent not later than 11:00 a.m. (1A) three two Business Days prior to any date of prepayment of Eurodollar Term SOFR Rate Loans and Daily SOFR Rate Loans and (2B) on the date of prepayment of Base Rate Loans; , (Bii) any such prepayment of Eurodollar Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple 1,000,000 and integral multiples of $1,000,000 500,000 in excess thereof (orthereof, if less, the entire principal amount thereof then outstanding); and (Ciii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple and integral multiples of $500,000 in excess thereof (thereof, or, if lessin each case, the entire principal amount thereof then outstanding)thereof, if less. Each such notice of voluntary repayment hereunder shall be irrevocable and shall specify the date and amount of such prepayment and the Type(s) Loans and Types of Loans to be prepaid and, if Eurodollar Rate Loans which are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender give prompt notice to the applicable Lenders of its receipt of each such notice, any prepayment on the Loans and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified interest therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment prepayments of a Eurodollar Rate Loan hereunder shall be accompanied by all accrued interest on thereon and, in the amount prepaidcase of Term SOFR Rate Loans or Daily SOFR Rate Loans, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.152.14, each such prepayment shall be applied to the Revolving Loans of the Revolving Lenders in accordance with their respective Applicable Revolving Commitment Percentages and to the Term Loans of the Term Loan Lenders in accordance with their respective Term Loan Commitment Percentages, as applicable.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to and shall be prepaid, substantially in the Interest Period(s) form of such Loans. Exhibit G. 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 (based on such Lender’s Applicable Percentage of such prepaymentPercentage). 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to the date of prepayment on the amount prepaid, together with and, in the case of Eurodollar Rate Loans, any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.152.04(a) shall be applied to the principal repayment installments thereof in the order of 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 of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time time, subject to Section 3.05, voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 100,000 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. 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Any voluntary prepayment pursuant to this Section 2.152.04(a) shall be applied first, ratably to the Term Loan and, if applicable, the Incremental Term Loans (in each case to the remaining Principal Amortization Payments thereof on a pro rata basis) and, second, after all Loans have been paid in full, deposited in the Credit-Linked Deposit Account to Cash Collateralize outstanding Credit-Linked LC Obligations by a corresponding amount (with the portion of the Credit-Linked Deposit corresponding to the amount of such cash collateral to be released and repaid to the Credit-Linked Lenders), and each such prepayment shall be applied to the Term Loans, the Incremental Term Loans and the Credit-Linked L/C Obligations of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 2:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans LIBOR Loans; and (2B) on the date of prepayment of Base Prime Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cii) any prepayment of Base Rate LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (iii) any prepayment of Prime Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date (which shall be a Business Day) 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 Pro Rata Share of such prepayment. If such notice is given by the BorrowerBorrower , 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments Maximum Commitment as contemplated by Section 2.062.10, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.062.10. Any prepayment of a Eurodollar Rate LIBOR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages2.19.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date (which shall be a Business Day) and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to and shall be prepaid, substantially in the Interest Period(s) form of such Loans. 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 's ratable portion (based on such Lender's Applicable Percentage of such prepaymentPercentage). 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to the date of prepayment on the amount prepaid, together with and, in the case of Eurodollar Rate Loans, any additional 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. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Aa) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1i) three Business Days Days, in the case of a prepayment of Eurodollar Rate Loans, and (ii) one Business Day, in the case of a prepayment of Base Rate Loans, prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loansprepayment; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cb) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if Eurodollar Rate and whether the Loans are to be prepaid, the Interest Period(s) of such prepaid are Revolving Credit Loans or Foreign Currency Fronting Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Appropriate Lenders in accordance with their respective Applicable PercentagesPro Rata Shares.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans may be repaid in whole or in part without premium or penaltypenalty (except, in the case of Loans other than Base Rate Loans, amounts payable pursuant to Section 3.05)); provided that that: (Ai) such in the case of Loans other than Swingline Loans, notice thereof must be in a form acceptable to the Administrative Agent and be received by 12:00 p.m. by the Administrative Agent not later than 11:00 a.m. (1A) at least three Business Days prior to any the date of prepayment prepayment, in the case of Eurodollar Rate Loans and Term SOFR Loans, (2B) on the date of prepayment, in the case of Base Rate Loans and (C) at least three Business Days prior to the date of prepayment, in the case of Alternative Currency Loans, and in each case, any such prepayment shall be a minimum principal amount of $1,000,000 and integral multiples of $1,000,000 in excess thereof, in the case of Term SOFR Loans and Alternative Currency Loans and $500,000 and integral multiples of $100,000 in excess thereof, in the case of Base Rate Loans, or, in each case, the entire remaining principal amount thereof, if less; (ii) in the case of Swingline Loans, (A) notice thereof must be received by the Swingline Lender by 1:00 p.m. on the date of prepayment (with a copy to the Administrative Agent), and (B) any such prepayment of Eurodollar Rate Loans shall be in a the same minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess amounts as for advances thereof (or, if less, or any lesser amount that may be acceptable to the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstandingSwingline Lender). Each such notice of voluntary prepayment hereunder shall be irrevocable (provided that the notice may be conditional upon any refinancing or other conditional event and may be rescinded by the Borrower if such refinancing or other conditional event shall not be consummated or is otherwise delayed) and shall specify the date and amount of such prepayment and the Class and Type(s) of Loans to be that are being prepaid and, if Eurodollar Term SOFR Loans or Alternative Currency Term Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.87 1010279941v18

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.152.16, each such prepayment shall be applied to the Revolving Loans of the Lenders in accordance with their respective Applicable Percentages. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Voluntary Prepayments. The Borrower Subject to the payment of any prepayment premium as required under Section 2.03(e) and any other fees or amounts payable hereunder at such time, the Borrowers may, upon delivery of a Notice of Loan Prepayment notice from the applicable Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Loans, in whole or in part without premium or penaltypart; provided that provided, that, (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; prepayment, (Bii) any such prepayment shall only be made on an Interest Payment Date (it being understood that the requirement set forth in this clause (ii) shall not be applicable to any voluntary prepayment in full of Eurodollar Rate Loans the aggregate Outstanding Amount of the Loans) and (iii) any such prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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. If such notice is given by the a Borrower, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, together with any additional (y) the prepayment premium required under Section 2.03(e) and (z) all fees, costs, expenses, indemnities and other amounts required pursuant due and payable hereunder at the time of prepayment. Each such prepayment shall be applied ratably to Section 3.05the Term A Facility and the Term B Facility and to the principal repayment installments thereof in the inverse order of maturity. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Voluntary Prepayments. The Borrower may(i) Any time and from time to time, upon delivery the Loans may be repaid in whole or in part, with respect to the Revolving Loans, without premium or penalty (subject to Section 3.1), and with respect to the Term Loan, subject to Section 3.1 and to payment of a Notice of Loan the applicable Prepayment from Premium (if any): (A) with respect to Base Rate Loans (including Base Rate Loans referencing the LIBOR Index Rate), the Borrower may prepay any such Loans on any Business Day in whole or in part, in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount; (B) with respect to Adjusted LIBOR Rate Loans, the Borrower may prepay any such Loans on any Business Day in whole or in part (together with any amounts due pursuant to Section 3.1(c)) in an aggregate minimum amount of $250,000 and integral multiples of $100,000 in excess of that amount; and (C) with respect to Swingline Loans, the Borrower may prepay any such Loans on any Business Day in whole or in part in any amount; (ii) All such prepayments shall be made: (A) upon written or telephonic notice on the date of prepayment in the case of Base Rate Loans or Swingline Loans; and (B) upon not less than three (3) Business Days’ prior written or telephonic notice in the case of Adjusted LIBOR Rate Loans; in each case given to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Swingline Lender, as the case may be, by 11:00 a.m. on the date required and, if given by telephone, promptly confirmed in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable writing to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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 transmit such telephonic or original notice for a prepayment by telefacsimile or telephone to each Revolving Lender or Term Lender, as applicable). Upon the giving of its receipt of each any such notice, and the principal amount of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount Loans specified in such notice shall be become due and payable on the prepayment date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such voluntary prepayment shall be applied to the Loans of the Lenders as specified in accordance with their respective Applicable PercentagesSection 2.12(a).

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (1i) three Business Days prior to any the requested date of prepayment of Eurodollar Eurocurrency Rate Loans and (2ii) on the requested date of prepayment of Base Rate Loans; (B) any such . 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 (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the 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, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages. Subject to Section 2.16, any prepayment shall be applied ratably to the remaining principal amortization payments of the Term Loan, including, without limitation, the final principal repayment installment on the Maturity Date.

Voluntary Prepayments. The Any Borrower Party may, upon delivery of a Repayment Notice of Loan Prepayment from the Borrower to the Administrative AgentAgent which may be conditioned upon the occurrence of a financing or other event, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (Aa) such notice Repayment Notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m.: (1i) three two Business Days prior to any date of prepayment of Eurodollar Rate Loans and Loans; (2ii) on the date of 4839-3568-8659 v.44820-4713-6753 v.6 prepayment of Base Rate Loans; and (Biii) fourfive SXXXX Business Days prior to theany date of prepayment of Daily SXXXX Loans denominated in Alternative Currencies; and (b) any such prepayment of Eurodollar Rate Loans shall be in a Dollar Equivalent principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 250,000 in excess thereof (thereof, or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice Repayment Notice shall specify the date (which shall be a Business Day) 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 noticeRepayment Notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice Repayment Notice is given by the Borrowera Borrower Party, the such Borrower Party shall make such prepayment and the payment amount specified in such notice Repayment Notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on (to the amount prepaid, together with extent timely invoiced to the relevant Borrower) any additional amounts required pursuant to Section 3.054.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders Obligations held by each Lender in accordance with their its respective Applicable Percentagesshare of the Type(s) of Loans to be repaid.

Voluntary Prepayments. The Borrower Representative may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative AgentAgent pursuant to a Prepayment Notice, at any time or from time to time voluntarily prepay the entire amount of outstanding Term Loans in whole or (and, for the avoidance of doubt, not in part without premium or penaltyunless consented to in writing by the Term Loan Lenders); provided that (Ai) the Administrative Agent consents to such prepayment, (ii) the Borrowers shall pay to the Administrative Agent (on behalf of each Term Loan Lender) its Applicable Percentage of the Early Term Loan Termination Fee, on the amount prepaid concurrently with such prepayment, (iii) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. Eastern time (19:00 am Mountain time) three (3) Business Days prior to any such date of prepayment of Eurodollar Rate Loans and (2ii) on the date of any prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate the Term Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and of the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Term Loan Lender of its receipt of each such notice, and of the amount of such Term Loan Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrower Representative, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan the Term Loans shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower Company may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time after the one-year anniversary of the Closing Date, upon not less than one Business Day's prior written or from time 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 time voluntarily Facility Manager by 12:00 Noon (New York City time) on the date required and if given by telephone, confirmed in writing to Facility Manager at least one Business Day in advance of such prepayment (which original written or telephonic notice Facility Manager will promptly transmit by telefacsimile or telephone to each Lender), prepay any Loans on any Business Day in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal an aggregate minimum amount of $5,000,000 or a whole multiple and integral multiples of $1,000,000 in excess thereof (orof that amount; provided, if lesshowever, that a Eurodollar Rate Loan may only be prepaid on the entire principal amount thereof then outstanding); and (C) expiration of the Interest Period applicable thereto unless Company pays any additional compensation required by subsection 2.6D. Any voluntary prepayment of Base Rate Loans made by Company (i) after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date shall be in subject to the payment of a premium of 5.00% of the principal amount of $1,000,000 Loans so prepaid, (ii) after the second anniversary of the Closing Date and on or prior to the third anniversary of the Closing Date shall be subject to the payment of a whole multiple premium of $500,000 in excess thereof 2.50% of the principal amount of Loans so prepaid and (or, if lessiii) after the third anniversary of the Closing Date shall not be subject to any prepayment penalties. Notice of prepayment having been given as aforesaid, 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. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount Loans specified in such notice shall be become due and payable on the prepayment date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such voluntary prepayment shall be applied as specified in subsection 2.4B(iii). Notwithstanding anything to the contrary contained in this subsection 2.4B(i), subsection 9.5 or any other provision of this Agreement, Company may purchase all or any portion of the Loans of any Lender pursuant to an agreement between such Lender and Company and such purchase shall not be deemed to be a voluntary prepayment hereunder; provided that (x) an Event of Default has not then occurred and is not then continuing or would not occur as a result of such purchase, (y) Facility Manager acknowledges receipt of a copy of such agreement and (z) the Loans so purchased or held by any Affiliate of Company are disregarded and not deemed outstanding (as to which Company hereby agrees) for purposes of (1) the making of, or the application of, any payments to the Lenders in accordance with their respective Applicable Percentageshereunder or under any other Loan Document, (2) the making of any request, demand, authorization, direction, notice, consent or waiver hereunder or under any other Loan Document or (3) the determination of Requisite Lenders, or for any similar or related purpose hereunder or under any other Loan Document.

Voluntary Prepayments. The Borrower Parties may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (Aa) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than than: 11:00 a.m. a.m.: (1i) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans denominated in Dollars; and (2ii) on the one (1) Business Day prior to any date of prepayment of Alternate Base Rate Loans; (Bb) any such prepayment of Eurodollar Term SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; (c) any prepayment of Alternate Base Rate Loans shall be in a principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); and (Cd) the Borrowers shall reimburse the Administrative Agent and any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (orthe Lenders for all costs and expenses incurred, if lessincluding, the entire principal amount thereof then outstanding)without limitation, any breakage costs associated with such prepayment. Each such notice shall specify the date (which shall be a Business Day) 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 LenderXxxxxx’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.054.05 hereof. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders relevant Obligations held by each Lender in accordance with their its respective Applicable Percentages.Pro Rata Share. USActive 60330059.19 -56-

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cii) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof (or, in each case if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares.

Voluntary Prepayments. The Subject to the payment of any prepayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) and any other fees or amounts payable hereunder at such time, the Borrower may, upon delivery of a Notice of Loan Prepayment written notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Loans, in whole or in part without premium or penaltypart; provided that provided, that, (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; and (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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. 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 provided, that, if such a notice expressly states that it is conditioned upon the effectiveness of prepayment is given in connection with other credit facilities or the closing of a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06specified transaction, then such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.06not satisfied. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, together (y) the prepayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts due and payable hereunder at the time of prepayment. Each such prepayment shall be applied (x) with respect to any additional amounts required pursuant such prepayment on or prior to Section 3.05June 30, 2022, first, to outstanding Term B Loans (if any) and second, to outstanding Term A Loans and (y) with respect to any such prepayment after June 30, 2022, first, to outstanding Term B Loans (if any) and second, to outstanding Term A Loans and to the principal repayment installments of each thereof on a pro rata basis. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or and from time to time voluntarily time, prepay the Loans in whole or in part without premium upon at least one (1) Business Day’s (with respect to Base Rate Loans) or penalty; provided that three (A3) such Business Days’ (with respect to Eurodollar Loans) prior written notice must be in a form acceptable to the Administrative Agent and be received by (which the Administrative Agent shall promptly transmit to each Lender, it being agreed that the failure of the Administrative Agent to give such notice shall not later than 11:00 a.m. affect the Borrower’s right to prepay any Loan); provided, however, that (1i) three Business Days prior to any date partial prepayment shall be in minimum amounts of $5,000,000 and in multiples of $1,000,000 in excess thereof (except if such prepayment prepays the entire outstanding amount of the applicable Borrowing of Loans) and no partial prepayment of Eurodollar Rate Loans and (2) on made pursuant to any single Borrowing shall reduce the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a aggregate outstanding principal amount of the remaining Loans under such Borrowing to less than $5,000,000 or to any greater amount not a whole multiple of $1,000,000 in excess thereof (or, except if less, such prepayment prepays the entire principal outstanding amount thereof then outstanding); of such Borrowing) and (Cii) any prepayment of Base Eurodollar Rate Loans shall may only be prepaid, in a principal amount whole or in part, (A) on the expiration date of $1,000,000 the then applicable Eurodollar Interest Period or a whole multiple (B) otherwise upon payment of $500,000 the amounts described in excess thereof (or, if less, the entire principal amount thereof then outstandingSection 4.02(f). Each such Any notice of prepayment given to the Administrative Agent under this Section 3.01(a) 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(sdate (which shall be a Business Day) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticeprepayment, and the aggregate principal amount of the prepayment. When notice of prepayment is delivered as provided herein, the principal amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount Loans specified in such notice shall be become due and payable on the prepayment date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06notice. Any optional prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment Term Loans shall be applied first, to reduce the next four scheduled amortization payments (based on the scheduled amortization payments under paragraph (a) above) and second, on a pro rata basis to the Loans remaining scheduled amortization payments in respect of the Lenders in accordance with their respective Applicable PercentagesTerm Loans.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at (a) At any time or and from time to time voluntarily time, each Borrower may prepay Loans its Loans, in whole or in part part, together with accrued interest to the date of prepayment, without premium or penalty; penalty (except as provided that in clause (Aiii) such below), upon written notice must be in a form acceptable given to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) a.m., Charlotte time, three Business Days prior to any date of each intended prepayment of Eurodollar Rate LIBOR Loans and (2) on the date of one Business Day prior to each intended prepayment of Base Rate Loans; provided that (Bi) any such each partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole an integral multiple of $500,000 in excess thereof thereof, (or, if less, ii) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the entire aggregate outstanding principal amount thereof then outstanding)of the remaining LIBOR Loans under such Borrowing to less than $5,000,000 or to any greater amount not an integral multiple of $1,000,000 in excess thereof, and (iii) unless made together with all amounts required under Section 2.17 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Type(s) aggregate principal amount and Type of the Loans to be prepaid (and, if Eurodollar Rate Loans are to be prepaidin the case of LIBOR Loans, the Interest Period(s) Period of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticethe Borrowing pursuant to which made), and of the amount of shall be irrevocable and shall bind such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall to make such prepayment and the payment amount specified in such notice shall be due and payable on the date terms specified therein; provided that. Loans prepaid pursuant to this Section 2.7(a) may be reborrowed, if subject to the terms and conditions of this Agreement. In the event the Administrative Agent receives a notice of prepayment is given in connection with a conditional under this Section 2.7(a), the Administrative Agent will give prompt notice of termination of thereof to the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked Lenders; provided that 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 additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied has also been furnished to the Loans of Lenders, the Administrative Agent shall have no obligation to notify the Lenders in accordance with their respective Applicable Percentagesrespect thereto.

Voluntary Prepayments. The Any Borrower may, upon delivery of a Notice of Loan Prepayment from shall have the Borrower right to the Administrative Agent, at any time or from time to time voluntarily --------------------- prepay its Loans in whole or ratably in part without premium or penalty; provided that on the following terms and conditions: (Ai) such Borrower shall give the Agent prior written notice must be (or telephonic notice promptly confirmed in a form acceptable to the Administrative Agent and be received writing at its Notice Office by the Administrative Agent not no later than 11:00 a.m. A.M. (1New York time)) of its intent to prepay any Loan (x) at least one Business Day prior to prepayment in the case of a prepayment of a Quoted Rate Loan and (y) at least three Business Days prior to any date prepayment in the case of the prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (orEurocurrency Loan, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such which notice shall specify the date and amount Type or Types of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are Loan to be prepaid, the Interest Period(samount of such prepayment (and, subject to clause (iv) of this Section 4.01, if more than one Type of Loan is to be prepaid, the amount of each Type of Loan to be prepaid), the Loan Currency of such LoansLoan to be prepaid and the spec ific day on which such Loan was made; (ii) each partial prepayment shall be in an aggregate principal amount of at least U.S. $500,000 or an amount in the applicable Loan Currency, the U.S. Dollar Equivalent of which is $500,000 or more, provided that no partial prepayment of -------- Loans made pursuant to any Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than U.S. $500,000 or an amount in the applicable Loan Currency, the U.S. Dollar Equivalent of which is $500,000 or more; (iii) concurrently with such prepayment such Borrower pays all amounts owing pursuant to Section 2.10 as a result of such prepayment; and (iv) each prepayment in respect of any Type of Loan made on the same day shall be applied pro rata among such Type of Loan. The Administrative Agent will shall promptly notify each Lender Bank of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, --- ---- each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesLoans.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative AgentAgent (substantially in the form of Exhibit A-2), at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, in the case of any Loan denominated in Dollars, and not later 11:00 a.m., London time, in the case of any Loan denominated in Euros (1x) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or EURIBOR Rate Loans and (2y) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 10,000,000 or a whole multiple of $1,000,000 in excess thereof thereof; (or, if less, the entire iii) any prepayment of EURIBOR Rate Loans shall be in a minimum principal amount thereof then outstanding)of €10,000,000 or a whole multiple of €1,000,000 in excess thereof; and (Civ) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans or EURIBOR 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, notice and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the The payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by all accrued interest on the amount prepaid, together (in the case of Eurocurrency Rate Loans or EURIBOR Rate Loans) with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Any Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (Aa) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than than: (i) 11:00 a.m. (1i) three (3) Business Days prior to any date of prepayment of Eurodollar RFR Rate Loans and Loans; or (2ii) on the one (1) Business Day prior to any date of prepayment of Alternate Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cb) any prepayment of Base RFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); (c) any prepayment of Alternate Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; (d) the Borrower shall reimburse the Administrative Agent and any of the Lenders any breakage costs associated with such prepayment in the case of any prepayment of a RFR Rate Loan other than on the last day of the applicable Interest Period. Each such notice shall specify the date (which shall be a Business Day) 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 LenderLxxxxx’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar RFR Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.054.05 hereof. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders Obligations held by each Lender in accordance with their its respective Applicable PercentagesPro Rata Share.

Voluntary Prepayments. The (i) Each Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (23) on the date of prepayment of Base Rate Committed Loans; (B) any such prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Eurocurrency Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerCompany, the applicable 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 prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. (i) The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (A1) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 9:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Committed Loans; (B2) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $1,000,000 in excess thereof; (3) any prepayment of Base Rate Committed Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); and (C5) any such notice shall, if applicable, specify whether such prepayment is of Base Rate Loans shall be in a principal amount of $1,000,000 Revolving Facility Tranche Loan or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)Capital Expenditure Tranche Loan. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan or a Base Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares.

Voluntary Prepayments. The Each Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). 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 Pro Rata Share of such prepayment. If such notice is given by the BorrowerCompany, the applicable Borrower shall irrevocably 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 prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at (a) At any time or and from time to time voluntarily time, the Borrower shall have the right to prepay Loans the Loans, in whole or in part part, without premium or penalty; penalty (except as provided that in clause (AC) such notice must be in a form acceptable below), (i) pursuant to the Administrative Agent and be received by Sweep Program, if such program is in effect, with respect to Swingline Loans, or (ii) otherwise upon written notice given to the Administrative Agent not later than 11:00 a.m. a.m., Charlotte time, three (13) three Business Days prior to any date of each intended prepayment of Eurodollar Rate LIBOR Loans and one (21) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any Business Day prior to each intended prepayment of Base Rate Loans (other than LIBOR Market Index Loans and Swingline Loans, which may be prepaid on a same-day basis), provided that (A) each partial prepayment shall be in a an aggregate principal amount of not less than $1,000,000 or a whole or, if greater, an integral multiple of $500,000 in excess thereof (or$500,000 and $100,000, if lessrespectively, in the entire case of Swingline Loans), (B) no partial prepayment of LIBOR Loans made pursuant to any single Borrowing shall reduce the aggregate outstanding principal amount thereof then outstanding)of the remaining LIBOR Loans under such Borrowing to less than $1,000,000 or to any greater amount not an integral multiple of $500,000 in excess thereof, and (C) unless made together with all amounts required under Section 2.18 to be paid as a consequence of such prepayment, a prepayment of a LIBOR Loan may be made only on the last day of the Interest Period applicable thereto. Each such notice shall specify the proposed date and amount of such prepayment and the Type(s) aggregate principal amount and Type of the Loans to be prepaid (and, if Eurodollar Rate Loans are to be prepaidin the case of LIBOR Loans, the Interest Period(s) Period of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such noticethe Borrowing pursuant to which made), and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, shall be irrevocable and shall bind the Borrower shall to make such prepayment and the payment amount specified in such notice shall be due and payable on the date terms specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment . Loans prepaid pursuant to this subsection (a) 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 prepaidreborrowed, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied subject to the Loans terms and conditions of the Lenders in accordance with their respective Applicable Percentagesthis Agreement.

Voluntary Prepayments. The Subject to the payment of any prepayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) and any other fees or amounts payable hereunder at such time, the Borrower may, upon delivery of a Notice of Loan Prepayment written notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Loans, in whole or in part without premium or penaltypart; provided that provided, that, (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; and (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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. 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 provided, that, if such a notice expressly states that it is conditioned upon the effectiveness of prepayment is given in connection with other credit facilities or the closing of a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06specified transaction, then such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.06not satisfied. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, together with any additional (y) the prepayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts required due and payable hereunder at the time of prepayment. All amounts paid pursuant to this Section 3.052.03(a) shall be applied first, to outstanding Term A Loans, second, to outstanding Term B-1 Loans, third, to outstanding Term B-2 Loans (if any) and fourth, to outstanding Term C Loans (if any). Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Voluntary Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay the outstanding principal amount of Loans in whole or in part without premium or penaltypenalty (other than as set forth in Section 3.05 and Section 2.09) together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid and any additional amounts required pursuant to Section 3.05); provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cii) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if that a notice of prepayment delivered by the Borrower may state that such notice is given in connection with a conditional notice of termination conditioned upon the effectiveness of the Aggregate Revolving Commitments as contemplated by Section 2.06other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, then 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 effective date) 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 additional amounts required pursuant to Section 3.05conditions are not satisfied. Subject to Section 2.152.16, each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cii) any prepayment of Base Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; 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 the case of Base Rate Loans resulting from a Borrowing under Section 2.03(c), such lesser amount as will reduce the aggregate amount of outstanding Base Rate Loans to a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof) or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of shall have the right voluntarily to prepay the Loan Prepayment from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part from time to time, subject to Section 2.06(c) and Section 3.05, but otherwise without premium or penalty; provided provided, however, that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of each partial prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (orthereof, if lessin the case of Eurodollar Loans, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof thereof, in the case of Base Rate Loans and (orii) the Borrower shall have given prior written or telecopy notice (or telephone notice promptly confirmed by written or telecopy notice) to the Administrative Agent, if lessby 11:00 A.M., at least three Business Days prior to the entire principal amount thereof then outstanding)date of prepayment. Each such notice of prepayment shall specify the date and prepayment date, the principal amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, 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(s) Period of such LoansLoan. 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 prepaymentpro-rata share, if any, thereof. 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 as specified therein. Subject to the foregoing, amounts prepaid under this Section 2.06(a) shall be applied first to pay all accrued and unpaid interest on the date specified therein; provided thatportion of the Loan being prepaid and then to pay the unpaid principal amount of the portion of the Loan being prepaid. Subject to the foregoing, if a notice of prepayment is given amounts prepaid under this Section 2.06(a) shall be applied first to Base Rate Loans and then to Eurodollar Loans, unless the Borrower requests otherwise and pays any breakage fees incurred in connection with a conditional notice therewith and due under Section 3.05. All prepayments of termination of the Aggregate Revolving Commitments as contemplated by Eurodollar Loans under this 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 2.06(a) shall be accompanied by all accrued interest on the principal amount prepaidbeing prepaid to the date of payment, together with any additional 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. The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Daily SOFR Loans or Term SOFR Loans and (2B) on the date of prepayment of Base Rate Loans; (Bi) any such prepayment of Eurodollar Daily SOFR Loans or Term SOFR Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof, and (ii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $5,000,000 500,000 or a whole multiple of $1,000,000 100,000 in excess thereof (thereof, or, in each case, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate any Committed Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Loan, any additional amounts required pursuant to Section 3.053.14. Subject to Section 2.1511.9, each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of the relevant Facility. Notwithstanding anything contained in this Credit Agreement to the contrary, Competitive Bid Loans may not be voluntarily prepaid without the consent of the Lender(s) that hold such Competitive Bid Loans.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from at its option, prepay the Borrower Revolving Credit Loans without premium or penalty (but subject to the Administrative AgentSection 3.5), in full at any time or in part from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to by notifying the Administrative Agent and be received by the Administrative Agent not in writing no later than 11:00 a.m. (1) 1:00 p.m. on the proposed prepayment date, in the case of Revolving Credit Loans consisting of ABR Advances and at least three Business Days prior to any date the proposed prepayment date, in the case of prepayment Revolving Credit Loans consisting of Eurodollar Rate Advances, specifying whether the Revolving Credit Loans to be prepaid consist of ABR Advances, Eurodollar Advances, or a combination thereof, the amount to be prepaid and (2) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)prepayment. Each such notice shall specify the date and amount of such prepayment be irrevocable 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. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in each such notice shall be due and payable on the date specified therein; provided thatspecified, if a notice of prepayment is given in connection together with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to the date of such payment on the amount prepaid. Upon receipt of such notice, together with any additional amounts required the Administrative Agent shall promptly notify each Lender thereof. Each partial prepayment of the Revolving Credit Loans pursuant to Section 3.05this subsection shall be in an aggregate principal amount of $2,500,000 or such amount plus a whole multiple of $500,000 in excess thereof, or, if less, the outstanding principal balance of the Revolving Credit Loans. Subject After giving effect to any partial prepayment with respect to Eurodollar Advances which were made (whether as the result of a borrowing or a conversion) on the same date and which had the same Interest Period, the outstanding principal balance of such Eurodollar Advances shall exceed (subject to Section 2.15, each 3.3) $2,500,000 or such prepayment shall amount plus a whole multiple of $500,000 in excess thereof. Competitive Bid Loans may not be applied to the Loans of the Lenders in accordance with their respective Applicable Percentagesprepaid.

Voluntary Prepayments. The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment from the Borrower written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty on any Business Day; provided that that: (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar any Portion of Loans that are LIBOR Rate Loans or CP Rate Loans denominated in Dollars, (B) four (4) Business Days prior to any date of prepayment of any Portion of Loans that are CDOR Rate Loans, LIBOR Rate Loans or CP Rate Loans denominated in an Alternative Currency, (C) one (1) Business Day prior to any date of prepayment of any Portion of Loans that are Reference Rate Loans and (D) two (2) on the Business Days prior to any date of prepayment of Base Rate Loans; (B) any such prepayment Portion of Eurodollar Loans that are CP Rate Loans shall be in a principal amount other than on the maturity date of $5,000,000 the related Commercial Paper (or a whole multiple other financing source) funding such Portion of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)Loans; and (Cii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof (or the Dollar Equivalent thereof) or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date (which shall be a Business Day) 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 Loansprepayment. The Administrative Agent will promptly notify each Lender Managing Agent of its receipt of each such notice, and of the amount of such Lenderits Lender Group’s Applicable Lender Group Percentage of such prepayment. If such written notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.054. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders Obligations held by each Lender Group in accordance with their its respective Applicable PercentagesLender Group Percentage.

Voluntary Prepayments. The Any Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower to the Administrative Agent, at any time or may from time to time voluntarily prepay any Loans in whole or in part part, without premium or penalty; provided that (A) such notice must be in a form acceptable to the Company shall give the Administrative Agent and be received by the Administrative Agent (which shall promptly advise each Lender) a Notice of Loan Prepayment not later than 11:00 a.m. (1a) on the date of such prepayment (which shall be a Business Day) in the case of Base Rate Loans, (b) on the date of such prepayment (which shall be a Business Day) in the case of Canadian Prime Rate Loans, (c) (c) on the date of such prepayment (which shall be a Business Day) in the case of Daily Floating LIBOR Loans, (d) three Business Days prior to any date of prepayment of Eurodollar Rate Eurocurrency Loans denominated in Dollars and (2e) on four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Eurocurrency Loans shall be denominated in a principal amount of $5,000,000 or a whole multiple of $1,000,000 Alternative Currencies, in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and each case specifying the Type(s) of Loans to be prepaid and, if Eurodollar Rate and the date and amount of prepayment. Each partial prepayment of Loans are to shall be prepaid, the Interest Period(s) in a minimum Dollar Equivalent Amount of such Loans. The Administrative Agent will promptly notify each Lender $500,000 or a higher integral multiple of its receipt of each such notice, and 100,000 units of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06Currency. Any prepayment of a Eurodollar Rate Eurocurrency Loan on a day other than the last day of an Interest Period therefor shall be accompanied by all accrued include interest on the principal amount prepaidbeing repaid and shall be subject to Section 8.4. Swing Line Loans may be prepaid in accordance with Section 2.4.3. Unless otherwise directed by the Company, together with any additional amounts required each prepayment of the outstanding Term Loans pursuant to this Section 3.05. Subject to Section 2.15, each such prepayment 6.4.1 shall be applied to the Loans principal repayment installments thereof in direct order of maturity, including, without limitation, the Lenders final principal repayment installment on the Term Loan Maturity Date. Notwithstanding the foregoing, a Notice of Prepayment delivered by the Company may state that such notice is conditioned upon the effectiveness of other credit facilities or the consummation of other debt or equity issuances, in accordance with their respective Applicable Percentageswhich case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.

Voluntary Prepayments. The Any Borrower Party may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (Aa) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m.: (1i) three (3) Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans Loans; and (2ii) on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cb) any prepayment of Base LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (c) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date (which shall be a Business Day) 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. If such notice is given by the Borrowera Borrower Party, the such Borrower Party 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 prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.054.05. Subject to Section 2.152.17, each such prepayment shall be applied to the Loans of the Lenders Obligations held by each Lender in accordance with their its respective Applicable PercentagesPercentage.

Voluntary Prepayments. The Borrower Borrowers may, upon delivery of a Notice of Loan Prepayment from the Borrower written or telephonic notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days on or prior to any date of prepayment of Eurodollar Rate Loans and 12:00 Noon (2New York time) (i) on the date of prepayment (in the case of Base Rate Loans; ), (Bii) any such prepayment three Business Days’ prior written or telephonic notice (in the case of Eurodollar Eurocurrency Rate Loans (other than Eurocurrency Rate Loans denominated in ADollars) or B/A Discount Rate Loans) or (iii) four Business Days’ prior written or telephonic notice (in the case of Eurocurrency Rate Loans denominated in ADollars), which notice, if telephonic, shall be promptly confirmed in a principal writing to Administrative Agent and which notice Administrative Agent will promptly transmit by telephone, electronic mail or facsimile to each Lender, at any time and from time to time prepay any Term Loan, US Revolving Loan, Multicurrency Revolving Loan or Offshore Revolving Loan in whole or in part in an aggregate minimum amount of $5,000,000 or a whole multiple and integral multiples of $1,000,000 in excess thereof (orof that amount; provided, however, that if lessa Eurocurrency Rate Loan or a B/A Discount Rate Loan is prepaid on a date other than the last day of the Interest Period applicable thereto, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans prepaying Borrower shall be in a liable for any payments required by subsection 2.6D(iii). Notice of prepayment having been given as aforesaid, the 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. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be become due and payable on the date specified thereinprepayment date; provided thatprovided, that if a such notice of prepayment indicates that such prepayment is given in connection to be funded with the proceeds of a conditional notice refinancing of termination of the Aggregate Term Loans, US Revolving Commitments as contemplated by Section 2.06Loans, then Multicurrency Revolving Loan or Offshore Revolving Loans, such notice of prepayment may be revoked if such notice of termination refinancing 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 additional 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 Percentagesnot consummated.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower to the Administrative AgentAgent in the form of a written Prepayment Notice, at any time or from time to time voluntarily prepay the Term Loans in whole or in part without premium (except as otherwise set forth below) or penalty; provided that (Ax) such notice Prepayment Notice shall contain the information required by the immediately succeeding sentence and must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans; (By) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (z) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage Pro Rata Share of such prepayment. If such notice Prepayment Notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice Prepayment Notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then except that any such Prepayment Notice may state that such notice is conditioned upon the occurrence or non-occurrence of prepayment any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower on or prior to the date of prepayment if such notice of termination condition is revoked in accordance with Section 2.06not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. Each such prepayment of the Term Loans shall be applied to the principal installments thereof under Section 2.07(b) as directed by the Borrower in its sole discretion, and if no direction is given by the Borrower in direct order of maturity.

Voluntary Prepayments. (a) The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1a) three Business Days Days, in the case of a prepayment of Eurodollar Rate Loans, and (b) one Business Day, in the case of a prepayment of Base Rate Loans, prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loansprepayment; (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 3,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and prepayment, the Type(s) of Loans to be prepaid and, if Eurodollar Rate and whether the Loans are to be prepaidprepaid are Revolving Credit Loans, the Interest Period(s) of such Term Loans or Foreign Currency Fronting Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Appropriate Lenders in accordance with their respective Applicable PercentagesPro Rata Shares. Each prepayment of Term Loans shall be applied pro rata to the scheduled amortization payments thereof.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part part, subject to Section 2.05(i), without premium or penalty; provided that (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York City time (1or such other later time which is acceptable to the Administrative Agent), (A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans; (Bii) any such prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if lessin each case, 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of such prepaymentthe 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; provided thatthat any such notice may be contingent upon the consummation of a refinancing and such notice may otherwise be extended or revoked, if a notice in each case, with the requirements of prepayment is given in connection with a conditional notice of termination Section 3.05 to apply to any failure of the Aggregate Revolving Commitments as contemplated by Section 2.06, then contingency to occur and any such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06extension or revocation. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject Each prepayment of the outstanding Loans pursuant to this Section 2.15, each such prepayment 2.05(a) shall be applied to the Type(s) of Loan(s) in the manner as the Borrower shall direct, and each prepayment of Loans of shall be paid to the Lenders in accordance with their respective Applicable Percentages.Percentages in respect of each of the relevant Facilities; provided, in the event the Borrower fails to specify the Loans to which any such prepayments shall be applied, such prepayments shall be applied, first, to repay outstanding Incremental Revolving Loans (if any) to the full extent thereof (without a corresponding reduction in the Incremental Revolving Commitments with respect thereto) and second, to prepay the Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and further applied to reduce the scheduled remaining installments of principal of the Term Loans in direct order of maturity. NAI-1504047260v2 US-DOCS\110323336.25

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans any Term Loan in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans and LIBOR Daily Floating Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); (C) any such prepayment of LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment prepayment, the tranche of Terms Loans to be prepaid and the Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.15, each such prepayment shall be applied to the applicable Term Loans of the Lenders in accordance with their respective Applicable Percentages.

Voluntary Prepayments. The Any Borrower may, upon delivery of a Notice of Loan Prepayment from the Borrower notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (Aa) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than than: (i) 11:00 a.m. (1i) three (3) Business Days prior to any date of prepayment of Eurodollar RFR Rate Loans and Loans; or (2ii) on the one (1) Business Day prior to any date of prepayment of Alternate Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (Cb) any prepayment of Base RFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding); (c) any prepayment of Alternate Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; (d) the Borrower shall reimburse the Administrative Agent and any of the Lenders any breakage costs associated with such prepayment in the case of any prepayment of a RFR Rate Loan other than on the last day of the applicable Interest Period. Each such notice shall specify the date (which shall be a Business Day) 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 Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar RFR Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.054.05 hereof. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders Obligations held by each Lender in accordance with their its respective Applicable PercentagesPro Rata Share.

Voluntary Prepayments. The Borrower may, upon delivery of a Notice of Loan Prepayment from shall have the Borrower to the Administrative Agent, right at any time or and from time to time voluntarily to prepay Loans any Borrowing, in whole or in part part, without premium or penalty; provided that , by giving irrevocable written notice (Aor telephonic notice promptly confirmed in writing) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (13) three Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of prepayment of Eurodollar Rate Loans such prepayment, and (2iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding)prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s Applicable Percentage Pro Rata Share of any such prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate amount specified in such notice shall be due and payable on the date specified therein; provided thatdesignated in such notice, if a notice of prepayment is given in connection together with a conditional notice of termination of accrued interest to such date on the Aggregate Revolving Commitments as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination is revoked amount so prepaid in accordance with Section 2.06. Any prepayment of 2.14(d); provided, that if a Eurodollar Rate Loan Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall be accompanied by also pay all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.20. Subject to Section 2.15, each such Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount not less than $1,000,000 and in integral multiples of $500,000. Each prepayment of a Borrowing shall be applied ratably to the Loans of the Lenders in accordance with their respective Applicable Percentagescomprising such Borrowing.

Voluntary Prepayments. The Subject to the payment of any prepayment premium as required under Section 2.03(d), the exit fee required under Section 2.07(b) and any other fees or amounts payable hereunder at such time, the Borrower may, upon delivery of a Notice of Loan Prepayment written notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans the Loans, in whole or in part without premium or penaltypart; provided that provided, that, (Ai) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; and (Bii) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or, if less, the entire principal amount thereof then outstanding). 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. 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 provided, that, if such a notice expressly states that it is conditioned upon the effectiveness of prepayment is given in connection with other credit facilities or the closing of a conditional notice of termination of the Aggregate Revolving Commitments as contemplated by Section 2.06specified transaction, then such notice of prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such notice of termination condition is revoked in accordance with Section 2.06not satisfied. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.03(a) shall be accompanied by (x) all accrued interest on the principal amount of the Loans prepaid, together with any additional (y) the prepayment premium required under Section 2.03(d) and the exit fee required under Section 2.07(b) and (z) all fees, costs, expenses, indemnities and other amounts required due and payable hereunder at the time of prepayment. All amounts paid pursuant to this Section 3.052.03(a) shall be applied first, to outstanding Term B-2 Loans, second, to outstanding Term B-1 Loans, and third, to outstanding Term A Loans. Subject to Section 2.15, each Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.