Prepayments After Default. If concurrently with or during the existence of an Event of Default, payment of all or any part of the principal of the Loan is tendered (which tender may be rejected by ​ to the extent permitted by applicable Legal Requirements) by ​, a purchaser at foreclosure, or any other Person, or otherwise recovered by ​ (including through application of any Reserve Funds or any other cash collateral for the Loan pursuant to the Loan Documents), # such tender or recovery shall be deemed to be a voluntary prepayment in an attempt to circumvent the prohibition against prepayment set forth in [Section 2.4.1] herein and # ​, such purchaser at foreclosure or other Person shall pay the Minimum Interest Payment Amount, the Exit Fee and the Breakage Costs, in addition to the Outstanding Principal Balance, all accrued and unpaid interest and other amounts payable under the Loan Documents (including the Interest Shortfall), all out-of-pocket costs and expenses incurred by ​ in connection with such prepayment and if such prepayment occurs prior to the final sale of the Loan in a Secondary Market Transaction, Hedge Losses. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any prepayment of the Debt shall be applied to the Debt in such order and priority as may be determined by ​ in its sole discretion.

Prepayments After Default. If payment of all or any part of the Debt is tendered by the Borrowers or otherwise recovered by the Agent (including through application of any Reserve Funds) after an Event of Default, such tender or recovery shall be deemed to have been made on the next occurring Payment Date together with the Monthly Interest Payment.

Rates Applicable After Default. Notwithstanding anything to the contrary contained in [[Section 2.8, 2.9 or 2.11]1]1]]1]1], during the continuance of a Default or Unmatured Default the Required Lenders may, at their option, by notice to the Company (which notice may be revoked at the option of the Required Lenders notwithstanding any provision of [Section 8.2] requiring unanimous consent of the Lenders to reductions in interest rates), declare that # no Advance denominated in Dollars may be made as, converted into or continued as a Eurocurrency Advance and/or # each Eurocurrency Advance shall bear interest for the remainder of the applicable Interest Period at the rate otherwise applicable to such Interest Period plus 2% per annum and/or # each Floating Rate Advance shall bear interest at a rate per annum equal to the Floating Rate in effect from time to time plus 2% per annum and/or # the Letter of Credit Fee Rate shall be increased by 2% per annum; provided that, during the continuance of a Default under Section [[(f) or (g) of Article VII]I]]I], the interest rates set forth in [clauses [(b) and (c) above]e]]e] and the increase in the Letter of Credit Fee Rate set forth in [clause (d) above] shall be applicable to all applicable Credit Extensions without any election or action on the part of the Administrative Agent or any Lender.

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 ​.

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 ​ (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 ​ (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