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.

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 premium or penalty except for payments under [Section 2.15], subject to the requirements of this [Section 2.10].

Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except # the prepayment of the Credit Extensions in accordance with the terms of this Agreement and # refinancings and refundings of such Indebtedness in compliance with Section 7.02(g).

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 $1,000,000 and no less than $25,000,000.

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.

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.

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.

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.