Prepayments. The Borrower may, upon three Business Days’ notice, in the case of Eurodollar Rate Loans, and upon same-day notice in the case of Base Rate Loans, prepay the Term Loan on any Business Day not later than ​ on such date of payment in same day funds in Dollars in accordance with the wiring instructions separately provided by the Lender to the Borrower; provided that the Borrower pays all Breakage Costs (if any) associated with such prepayment on the date of such prepayment. Prepayments of Eurodollar Rate Loans must be accompanied by a payment of interest on the amount so prepaid. Prepayments of Eurodollar Rate Loans must in a principal amount of ​ or a whole multiple of ​ in excess thereof. Prepayments of Base Rate Loans must be in a principal amount of ​ or a whole multiple of ​ in excess thereof or, if less, the entire principal amount thereof then outstanding. Subject to the foregoing terms, amounts prepaid under this Paragraph 1(f) shall be applied as the Borrower may elect; provided, that, if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities.

The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty subject to [Section 3.05]; provided that, unless otherwise agreed by the Administrative Agent, # such notice must be received by the Administrative Agent not later than ​ (1) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, # four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and # on the date of prepayment of Base Rate Loans; # any prepayment of Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of ​ or a whole multiple of ​ in excess thereof; # any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of ​ or a whole multiple of ​ in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of ​ or a whole multiple of ​ in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if 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 the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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], such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Prepayments. The ​ (on its own behalf or on behalf of the applicable Co-​(s)) or the applicable Co-​ may, upon written notice to the ​, at any time or from time to time # voluntarily prepay Base Rate Loans in whole or in part without premium or penalty, # voluntarily prepay Daily SOFR Rate Loans in whole or in part without premium or penalty and # voluntarily prepay Term SOFR Rate Loans in whole or in part on the last day of the applicable Interest Period without premium or penalty; provided that # such notice must be in a form reasonably acceptable to the ​ (which, subject to [Section 3.05], may be conditioned upon closing of another transaction or the occurrence of another event) and be received by the ​ not later than ​ (A) two (2) Business Days prior to any date of prepayment of any Term SOFR Rate Loans, # one (1) Business Day prior to any date of prepayment of any Daily SOFR Rate Loans and # on the date of prepayment of Base Rate Loans; # any prepayment of Term SOFR Rate Loans or Daily SOFR Rate Loans shall be in a minimum principal amount of ​ or a whole multiple of ​ in excess thereof; and # any prepayment of Base Rate Loans shall be in a principal amount of ​ or a whole multiple of ​ 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, following the date on which any Incremental Term Facility becomes effective pursuant to the terms of this Agreement, whether the Loans to be prepaid are Delayed Draw Term Loans or Incremental Term Loans (or any applicable combination thereof) (and in the absence of any designation in such notice as to which Facility to prepay, prepayment amounts shall be applied to Delayed Draw Term Loans). The ​ will promptly notify each ​ of its receipt of each such notice, and of the amount of such ​’s Pro Rata Share of such prepayment. If such notice is given by the ​, the ​ shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of any Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Rate Loan, 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 Pro Rata Share.

PREPAYMENTS. The Notes shall be subject to scheduled required prepayment as and to the extent provided in paragraph ​. The Notes shall also be subject to prepayment under the circumstances set forth in paragraph ​.

All or Substantially All Assets. The Company shall not, nor shall it permit its Significant Guarantors to, Dispose of all or substantially all of the assets of the Company and its Subsidiaries, on a consolidated basis, other than pursuant to a transaction permitted under [Section 7.4(a)].

Optional Prepayments. The Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of RFR Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of RFR Loans or ABR Loans; provided, that such notice to prepay the Loans delivered by the Company or such Subsidiary Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change of Control, in which case such notice may be revoked by the Company or such Subsidiary Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon receipt of any such notice the 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, together with (except in the case of Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an integral multiple of ​ and no less than ​.

Mandatory Prepayments. If, at any time the aggregate outstanding Extensions of Credit under the Facility exceeds the aggregate Commitments under the Facility then in effect, then the Administrative Agent shall notify the Company and, within five Business Days of such notice, the Company or the relevant Subsidiary Borrower shall prepay Loans under the Facility in an aggregate principal amount at least equal to such excess.

Optional Prepayments. Borrowers may prepay the principal of any Advance at any time in whole or in part, without premium or penalty.

Voluntary Prepayments. Except as otherwise provided in this [Section 2.4], ​ shall not have the right to prepay the Loan (either in whole or in part). ​ may elect, at its option and upon thirty (30) days prior written notice to ​ (or such shorter period of time as may be permitted by ​ in its sole discretion), which election shall be irrevocable, to prepay the Debt in whole (but not in part) on any Payment Date so long as the Exit Fee and the Minimum Interest Payment Amount, in each case to the extent applicable, is paid in accordance with this [Section 2.4]; provided, however, if for any reason ​ prepays the Loan on a date other than a Payment Date, ​ shall also pay ​ # all interest which would have accrued on the amount of the Loan had the Loan actually been repaid on the Payment Date next occurring following the date of such prepayment (such amount, the “Interest Shortfall”) and # the Breakage Costs. As a condition to any voluntary prepayment, the notice of prepayment may not be given to ​ more than ninety (90) days prior to the Payment Date upon which prepayment is to be made and ​ hereby agrees that, in the event ​ delivers a notice and fails to prepay the Loan in accordance with such notice and the terms of this [Section 2.4], ​ shall pay ​ all reasonable out‑of‑pocket costs and expenses incurred by ​, including, without limitation, any Breakage Costs or similar expenses, as a result of such failure.

All U.K. Pension Plans established or maintained by the EnTrust Entities are disclosed in [Section 4.23(k)] of the Disclosure Schedule. Such U.K. Pension Plans are the only arrangements under which the EnTrust Entities have or may have any obligation (whether or not legally binding) to provide or contribute towards pension, lump-sum, death, ill-health, disability or accident benefits in respect of its past or present U.K. officers and employees. All such U.K. Pension Plans are defined contribution pension arrangements and, as such, provide money purchase benefits as defined in section 121 of the Pension Schemes Act 1993, as amended. None of the EnTrust Entities has or may have any obligations to provide or contribute towards pension, lump sum, death, ill health, disability or accident benefits for any past or present U.K. officer or employee under a defined benefit pension plan. No proposal or announcement has been made to any U.K. employee or officer of the EnTrust Entities as to the introduction, continuance, increase or improvement of, or the payment of a contribution towards, any other pension, lump-sum, death, ill-health, disability or accident benefit. The EnTrust Entities have complied with their automatic enrollment obligations as required by the Pensions Act 2008 and associated legislation. No notices, fines, or other sanctions have been issued by the U.K. Pensions Plans regulator and no instances of non-compliance with the automatic enrolment obligations have been notified to the U.K. Pensions Plans regulator in respect of the EnTrust Entities.

All U.K. Pension Plans established or maintained by the Permal Entities are disclosed in [Section 5.23(k)] of the Disclosure Schedule. Such U.K. Pension Plans are the only arrangements under which the Permal Entities have or may have any obligation (whether or not legally binding) to provide or contribute towards pension, lump-sum, death, ill-health, disability or accident benefits in respect of its past or present U.K. officers and employees. All such U.K. Pension Plans are defined contribution pension arrangements and, as such, provide money purchase benefits as defined in section 121 of the Pension Schemes Act 1993, as amended. None of the Permal Entities has or may have any obligations to provide or contribute towards pension, lump sum, death, ill health, disability or accident benefits for any past or present U.K. officer or employee under a defined benefit pension plan. No proposal or announcement has been made to any U.K. employee or officer of the Permal Entities as to the introduction, continuance, increase or improvement of, or the payment of a contribution towards, any other pension, lump-sum, death, ill-health, disability or accident benefit. The Permal Entities have complied with their automatic enrollment obligations as required by the Pensions Act 2008 and associated legislation. No notices, fines, or other sanctions have been issued by the U.K. Pensions Plans regulator and no instances of non-compliance with the automatic enrolment obligations have been notified to the U.K. Pensions Plans regulator in respect of the Permal Entities.

The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with the provisions of [Section 2.09(a)(ii)].

If at any time the Revolving Credit Outstandings exceed the Revolving Credit Commitment, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit in an amount equal to such excess with each such repayment applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then

Optional Prepayments. The Borrower may at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, with irrevocable prior written notice from the Borrower to the Administrative Agent substantially in the form attached as [Exhibit D] (a “Notice of Prepayment”) given not later than ​ (i) on the same Business Day as each Base Rate Loan and each Swingline Loan, # at least three (3) Business Days before each Eurocurrency Rate Loan denominated in Dollars and # at least four (4) Business Days (or five (5) Business Days, in the case of prepayment of Revolving Credit Loans denominated in Special Notice Currencies) before each Eurocurrency Rate Loan denominated in an Alternative Currency, specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate amount of ​ or a whole multiple of ​ in excess thereof with respect to Base Rate Loans (other than Swingline Loans), ​ or a whole multiple of ​ in excess thereof with respect to Eurocurrency Rate Loans denominated in Dollars, ​ or a whole multiple of ​ in excess thereof with respect to Eurocurrency Rate Loans denominated in Alternative Currencies and ​ or a whole multiple of ​ in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after ​ shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to [Section 5.9] hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower in the event such contingency is not met (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under [Section 5.9]).

Optional Prepayments. The Borrower shall have the right at any time and from time to time, without premium or penalty, to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than ​ (i) on the same Business Day as each Base Rate Loan and # at least three (3) Business Days before each Eurocurrency Rate Loan, specifying the date and amount of repayment, whether the repayment is of Eurocurrency Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of at least ​ or any whole multiple of ​ in excess thereof and shall be applied as directed by the Borrower (or in the absence of such direction, in direct order of maturity) to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower. Each

Voluntary Prepayments. Subject to the conditions set forth below and except as set forth in any Sweep Agreement, Borrower shall have the right, at any time and from time to time upon at least three (3) Business Days prior written notice to Administrative Agent, to prepay the principal of the Term Loans, the Revolving Credit Loans or the Swing Line Loans in full or in part. If there is a prepayment of all or any portion of the principal of the Term Loans, the Revolving Credit Loans or the Swing Line Loans on or before the Maturity Date, whether voluntary or because of acceleration or otherwise, such prepayment shall also include any and all accrued but unpaid interest on the amount of principal being so prepaid through and including the date of prepayment, plus any other sums which have become due to Lenders under the other Loan Documents on or before the date of prepayment, but which have not been fully paid.

Mandatory Prepayments. On the next occurring Payment Date following the date on which the Agent actually receives any Net Proceeds, if the Agent is not obligated to make such Net Proceeds available to any Borrower for Restoration, the Borrowers shall authorize the Agent to apply Net Proceeds as a prepayment of the Debt in an amount equal to one hundred percent (100%) of such Net Proceeds. Any Net Proceeds remaining after the prepayment of the Debt in full shall be paid to the Borrowers.

Voluntary Prepayments. Maker may voluntarily prepay all or any part of the outstanding principal amount and all accrued interest on this Note at any time, and from time to time, without premium or penalty. Any payments made to Payee by Maker hereunder will be applied first to accrued but unpaid interest and then to principal.

Optional Prepayments. The Company may, upon notice to the Lender, at any time and from time to time prepay any Loan in whole or in part without premium or penalty, subject to the requirements of this Section.