Prepayments Optional Each Borrower may, upon notice from ​ to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that # such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 1:00 p.m. (A) two (2) Business Days prior to any date of prepayment of Term SOFR Loans, # three (3) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and # on the date of prepayment of Base Rate Loans; # any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; # any prepayment of Alternative Currency Loans shall be in a minimum principal Dollar Equivalent amount of $5,000,000 or a whole multiple of the Dollar Equivalent of $1,000,000 in excess thereof; and # 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 Alternative Currency Term Rate Loans or 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage). Once such notice is given by ​, 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. Any prepayment of a Loan shall be accompanied by all accrued interest on the amount prepaid, together with, in the case of any Term SOFR Loan and any Alternative Currency Loan, any additional amounts required pursuant to [Section 3.05]. Each prepayment of the outstanding Term Loans pursuant to this [Section 2.05(a)] shall be applied to the principal repayment installments of the Term Facility in inverse order of maturity, and subject to [Section 2.16], each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

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 1 p.m. 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 $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Prepayments of Base Rate Loans must 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. 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.

PREPAYMENTS. The Notes shall be subject to scheduled required prepayment as and to the extent provided in paragraph 4A. The Notes shall also be subject to prepayment under the circumstances set forth in paragraph 4B.

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)].

If at any time (other than if consented to in writing by the Revolving Loan Lenders) the aggregate amount of Revolving Loans outstanding plus LOC Obligations outstanding exceeds the Revolving Committed Amount, the Borrowers shall immediately prepay the Loans in the amount of such excess in accordance with [Section 3.3(c)]; and

Payment in full at Maturity; Extension of Maturity.58

Borrower shall have the right to prepay the Delayed Draw-Down Term Loans, without premium or penalty, in whole or in part at any time and from time to time on the following terms and conditions: # Borrower shall give Lender prior to 12:00 P.M. (Omaha time) at the Notice Office at least two Business Days’ prior written notice (or telephonic notice promptly confirmed in writing, provided, that, at Lender’s election, the failure to provide written confirmation will not affect the validity of the notice) of its intent to prepay such Loans, which notice (in each case) shall specify whether Delayed Draw-Down Term Loans shall be prepaid and the amount of such prepayment; and # each partial prepayment of Delayed Draw-Down Term Loans pursuant to this Section 4.01(a) shall be in an aggregate principal amount of at least $10,000 (or such lesser amount as is acceptable to Lender). Each notice delivered by Borrower pursuant to this Section 4.01(a) shall be irrevocable, provided that a notice of prepayment of any Delayed Draw-Down Term Loans then outstanding may state that such notice is conditioned upon the receipt of proceeds from the incurrence or issuance of Indebtedness or equity interests or the effectiveness of other credit facilities.

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

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.

Optional Prepayments. The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part without any penalty or premium (other than amounts payable under [Section 2.15], if any), subject to the requirements of this Section.

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.

Mandatory Prepayments. On the next occurring Payment Date following the date on which ​ actually receives any Net Proceeds, if ​ is not obligated to make such Net Proceeds available to ​ for Restoration in accordance with the applicable terms and conditions hereof, ​ shall prepay, or authorize ​ to apply Net Proceeds as a prepayment of, the Outstanding Principal Balance in an amount equal to one hundred percent (100%) of such Net Proceeds together with any applicable Interest Shortfall and such payment shall be accompanied by the applicable portion of the Exit Fee, and any Breakage Costs. Furthermore, ​ shall make any payments required pursuant to [Section 6.5] hereof as and to the extent required thereunder. Other than, in each case, following an Event of Default, no prepayment premium or penalty (which shall not be deemed to include the Exit Fee, which shall be owed as provided for in this Agreement, if applicable) shall be due in connection with any prepayment made pursuant to this [Section 2.4.2] or in connection with any payment pursuant to [Section 6.4]. Any partial prepayment under this [Section 2.4.2] shall be applied to the last payments of principal due under the Loan.

Mandatory Prepayments. 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 ​, 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 outstanding, a payment of Cash Collateral into a Cash Collateral account opened by the Administrative Agent, for the benefit of the Revolving Credit ​, in an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 10.2(b)).

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 to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and # at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of LIBOR 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 $500,000 or a whole multiple of $500,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $500,000 or a whole multiple of $500,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 11:00 a.m. 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]).

When any Borrower sells or otherwise disposes of any Collateral for consideration in excess of $500,000 in any individual transaction or $2,000,000 in the aggregate during any fiscal year (other than Inventory in the Ordinary Course of Business), [[Organization A:Organization]] shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable costs of such sales or other dispositions consented to by [[Organization B:Organization]], which consent to such costs shall not be unreasonably withheld), such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for [[Organization B:Organization]]. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first to the Advances in such order as [[Organization B:Organization]] may determine, subject to [[Organization A:Organization]]' ability to re-borrow Revolving Advances in accordance with the terms hereof; provided, that no such repayment shall be applied to Revolving B Advances unless the Revolving A Facility Usage has been reduced to zero.

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.