Common use of Optional Clause in Contracts

Optional. (i) The Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.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 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 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 under each Facility 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 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 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 2.17, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Borrower may, upon notice 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 (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 12:30 p.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; (B2) 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; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding, (4) PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. each prepayment of Term Loans pursuant to this Section 2.05(a)(i) shall be applied first, to the outstanding principal balance of Tranche B-1 Term Loans, second, to the outstanding principal balance of the Tranche B-2 Term Loans and, subject to clause (6) below, third, to the outstanding principal balance of the Tranche B-3 Term Loans, (5) any such voluntary prepayment of the Tranche B-1 Term Loans or Tranche B-2 Term Loans shall be applied to the remaining scheduled principal payments thereof in reverse order of maturity and (6) no voluntary prepayment of the Tranche B-3 Term Loans shall be permitted prior to December 31, 2012 unless (x) the Release Conditions shall be satisfied on the date of such prepayment and (y) the Fixed Rate Conversion Effective Date has not occurred prior to the date of such prepayment. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 2.17, each such Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares.

Optional. (i) The Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 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 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to in the respective Facilities following order (including, with respect to the Term Facilityx) first, to the principal repayment installments thereofthereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date for each Term Facility (on a pro-rata basis among the Closing Date Term Loans, the Term A-1 Loans and the Additional Term XxxxxXxxx X-0 Loans; provided that if there is no scheduled payment for one or more of the Term Facilities in the manner indicated by three (3) month period following such prepayment, prepayments shall be applied only to the Borrowerscheduled payments of the Term Facilities that have scheduled payments in the three (3) month period following such prepayment), and (y) thereafter, to the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis amongboth (a) as amongst the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of eachthe Term LoanLoans). Each such prepayment shall be paid to the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 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 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to in the respective Facilities following order (including, with respect to the Term Facilityx) first, to the principal repayment installments thereofthereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date for each Term Facility (on a pro-rata basis among the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans; provided that if there is no scheduled payment for one or more of the Term Facilities in the manner indicated by three (3) month period following such prepayment, prepayments shall be applied only to the Borrowerscheduled payments of the Term Facilities that have scheduled payments in the three (3) month period following such prepayment), and (y) thereafter, to the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis both (a) as amongst the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of the Term Loans). Subject to Section 2.16, each such prepayment shall be paid to the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit 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 12:00 p.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on one Business Day prior to the date of any prepayment of Base Rate Loans; (Bii) 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; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon effectiveness of other financing or the occurrence of other events, in which case such notice may be revoked by the Borrower, by notice to the Administrative Agent on or prior to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the form of Exhibit B hereto and specify the date and amount of such prepayment and the Type(s) of Committed Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Committed 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 ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 2.17, each Each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Committed Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Borrower may, upon notice 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 provided, that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 12:30 p.m. (1Charlotte, North Carolina 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 Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect Pro Rata Share 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 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (includingapplied, with respect to the Term Facilityfirst, in direct order of maturities, to the principal repayment installments (or proportional fractions thereof) in applicable to each of the manner indicated by Term Loans pursuant to Sections 2.07 (a) and (b) that are due within eighteen (18) months after the Borrowerdate of such prepayment, and second, on a pro rata basis, to the Loans of other principal repayment installments thereof; and each such prepayment shall be paid to the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares.

Optional. (i) The Borrower Company may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penaltypenalty subject to Section 3.06; 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 12:00 p.m. 11:00 a.m. (1A) on the date three Business Days prior to any the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (Bii) 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.16, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. 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 2.17, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages3.06.

Optional. (i) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans and Revolving Credit 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 12:00 p.m. 11:00 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 prepayment of Eurodollar Eurocurrency Rate Committed Loans shall be in a minimum principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $2,500,000 500,000 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 Class(es) and Type(s) of Committed Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 's Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 3.053.07. Subject to Section 2.17, each such Each prepayment of the Loans pursuant to this Section 2.05(a2.06(a) shall be applied among the Facilities in such amounts as the Company may direct in its sole discretion, provided that any such prepayment of the Term Loans shall be applied against the then remaining scheduled amortization payments under the Term Loans in order of their maturities. Each prepayment in respect of a particular Facility shall be paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans or Term Loans and Revolving Credit Loans Loans, in each case, of any Class, in whole or in part without premium or penalty, subject to Section 2.05(j); 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 12:00 p.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $100,000 250,000 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 Class(es) and Type(s) of Loans under each Facility 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 applicable Revolving Lender and Term Lender, as applicable, 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 applicable Facility). If such notice is given by the Borrower, the Borrower shall make such Foresight Credit Agreement prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied (provided further that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). 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 2.17, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans and of any Class, Repatriation Bridge Loans of any Class and/or Revolving Credit Loans of any Class 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 12:00 p.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Revolving Credit Loans or Repatriation Bridge Loans, as applicable, denominated in Dollars, (2) three Business Days prior to any date of prepayment of Eurocurrency Rate Term Loans, denominated in Dollars, (3) four Business Days (or five Business Days in the case of a Special Notice Currency) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternate Currency and (24) on the date of prepayment of Base Rate Loans; (B)) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $100,000 in excess thereof (or, the same numerical number with respect to the applicable Alternate Currency in the case of any prepayment of Loans denominated in an Alternate Currency) 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 Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 3.05‎Section 3.07. Subject to Section 2.17, each such Each prepayment of the Loans pursuant to this Section 2.05(a‎Section 2.06(a) shall be applied among the Facilities, Classes and/or Class in such amounts as the Borrower may direct in its sole discretion; provided that any such prepayment of any Class of Term Loans shall be applied against the then remaining scheduled amortization payments under the Term Loans in order of their maturities. Each prepayment in respect of a particular Facility shall be paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay the Term Loans and the Revolving Credit Loans Loans, in whole or in part part, without premium or penalty; provided that (A) such , upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 A.M., New York City time, (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and or (2) on the date of such prepayment in the case of Base Rate ABR Loans; (B) 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 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 which notice shall specify the date and amount of such prepayment, whether the prepayment and is of the Type(s) Revolving Loans or of the Term Loan, whether the prepayment is of Eurodollar Loans under each Facility to be prepaid or ABR Loans and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.15. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each applicable relevant Lender of its receipt of each such notice, thereof and of the amount of such Lender’s its ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). 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. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $500,000 or a whole multiple thereof, together with any additional amounts required pursuant to Section 3.05of, if less, the entire principal amount thereof then outstanding. Subject to Section 2.172.22, each such prepayment of outstanding Term Loans pursuant to this Section 2.05(a2.6(a) shall be applied to the respective Facilities (including, with respect to the Term Facilityfirst, to the scheduled principal repayment installments thereof) due in the manner indicated by the Borrowerimmediately succeeding four fiscal quarters in direct order of maturity, and thereafter to the Loans of remaining principal repayment installments thereof on a pro rata basis, and each such prepayment shall be paid to the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 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 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to in the respective Facilities following order (including, with respect to the Term Facilityx) first, to the principal repayment installments thereofthereof in direct order of maturity to the following four (4) in scheduled payments to be made on each Term Loan Repayment Date (on a pro-rata basis among the manner indicated by Closing Date Term Loans and the BorrowerAdditional Term Loans), and (y) thereafter, on a pro-rata basis amongto the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis amongst the remaining principal repayment installments of each Term Loan). Each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower Borrowers may, upon notice pursuant to delivery to the Administrative AgentAgent of written notice, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans Advances in whole or in part without premium or penaltypenalty subject to Section 8.04(e); provided that that, unless otherwise agreed by the Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (New York City time) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Advances and (2) on the date of prepayment of Base Rate LoansAdvances; (B) any prepayment of Eurodollar Rate Loans Advances shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans Advances shall be in a principal amount of $2,500,000 500,000 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 under each Facility Advance to be prepaid and, if Eurodollar Rate Loans Advances are to be prepaid, the Interest Period(s) of such LoansAdvances. The Administrative Agent will promptly notify each applicable 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 Pro Rata Share in respect of the relevant Facility). 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. Any prepayment of a Eurodollar Rate Loan Advance shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.058.04(e). Subject to Section 2.172.23, each such prepayment pursuant to this Section 2.05(a) prepayments shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Share in respect of each of the relevant Facilities.

Optional. (i) The Borrower mayBorrower, upon written notice to the Administrative AgentAgent by the Borrower, may voluntarily prepay at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans of any Class in whole or in part without premium or penaltypenalty (subject to Section 2.05(a)(iv)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. New York City time (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of one (1) Business Day prior to any prepayment of Base Rate LoansLoans in each case, unless the Administrative Agent agrees to a shorter period in its discretion; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $2,500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, In the case of each such prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the application of such prepayment to scheduled maturities of principal payments) to be repaid, and such payment shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon notice to the Administrative AgentLender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and and/or Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Lender (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 12:00 p.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) 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 (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 250,000 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 date, the currency and amount of such prepayment and the Type(s) of Loans under each Facility 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 applicable 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 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) thereof in the manner indicated by the Borrower, and to the Loans inverse order of the Lenders under each applicable Facility in accordance with their respective Applicable Percentagesmaturity.

Optional. (i) The Applicable Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 (or five Business Days, 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 (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 date, the currency and amount of such prepayment and the Class(es) and Type(s) of Loans under each Facility 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 applicable 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 Applicable 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. Any prepayment of a Eurodollar Rate Loan principal 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) (1) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereofthereof in such order as the Applicable Borrower may elect and (2) in the manner indicated if applicable, shall be accompanied by the Borroweramount specified in clause (iii) below. Subject to Section 2.16, and each prepayment shall be paid to the Loans of the Lenders under each applicable Facility Lender in accordance with their respective its Applicable PercentagesPercentage in respect of each of the relevant Facilities.

Optional. (i) The Borrower Except as otherwise provided below in this Section 2.05(a), the Borrowers may, upon notice from a Borrower 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 (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 prepayment, the Class(es) and the Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaidand in the case of a prepayment of Term Loans, the Interest Period(s) manner in which the Borrowers elect to have such prepayment applied to the remaining repayments thereof; provided that in the event such notice fails to specify the manner in which the respective prepayment of Term Loans shall be applied to repayments thereof required pursuant to Section 2.07(a), such Loansprepayment of Term Loans shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 2.17, each such Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares.

Optional. (i) The Borrower may, upon notice 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 (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (1x) other than in the case of the repayment of the Initial Term Loans on the First Amendment Effective Date, 11:00 a.m. (New York City time) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the one Business Day prior to any date of prepayment of Base Rate LoansLoans or (y) in the case of the repayment of the Term B Loans on the First Amendment Effective Date, 2:00 p.m. (New York City time) on the First Amendment Effective Date; (B2) 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; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $100,000 500,000 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 prepayment, the Tranche of Loans to be prepaid, the Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Eurodollar Rate Loans, absent direction by the Borrower, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment pursuant to Section 3.05). The Administrative Agent will promptly notify each applicable 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 ratable share of the relevant FacilityTranche). If such notice is given by the Borrower, subject to clause (iii) below, 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 2.05(a)(iv) and Section 3.05. Subject to Section 2.172.19, each such prepayment of outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the applicable Tranche of Term Facility, Loans and to the principal repayment installments thereof) in the manner indicated thereof as directed by the BorrowerBorrower (and absent any such direction, in direct order of maturity thereof); and each such prepayment shall be paid to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable Percentageson a pro rata basis.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided provided, that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 2:00 p.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; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 51 million or a whole multiple of $1,000,000 1 million in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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(sClass (or Classes) and Type (or Types) of Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are and the order of Borrowing (or Borrowings) to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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 the Borrower may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. 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 2.17, In the case of each such prepayment of the Loans pursuant to this Section 2.05(a2.05(a)(i), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Partial prepayments of the Term Loans of any Class pursuant to this Section 2.05(a)(i) shall be applied to the respective Facilities (including, with respect to remaining scheduled amortization installments of the Term Facility, to the principal repayment installments thereofLoans of such Class required under Section 2.07(a) in the manner indicated as directed by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Each Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans, Incremental Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that that, unless otherwise agreed by the Administrative Agent, (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and denominated in Dollars, (2B) on the date of prepayment of Base Rate Loans, and (C) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in an Alternative Currency; (Bii) any 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; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $100,000 in excess thereof 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 under each Facility to be prepaid, the currency in which such Loan(s) to be prepaid is(are) denominated and, if Eurodollar Eurocurrency 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 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 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. Any prepayment of a Eurodollar Rate Loan principal 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 2.17, each such Each prepayment of the outstanding Term Loans or Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) thereof as directed by a Borrower in the manner indicated such notice, or if not so directed by the applicable Borrower, and on a pro‑rata basis. Subject to Section 2.16, each such prepayment shall be applied to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Subject to Section 2.05(c), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay Term Loans and Revolving Credit 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 (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated thereof as directed by the Borrower, and subject to Section 2.15, each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facility.

Optional. (i) The Any Borrower may, upon notice 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 (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 12:30 p.m. (1New York time or London time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any 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 thereofthereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans); and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $100,000 500,000 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 Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 Each prepayment of principal of, and interest on, Alternative Currency Loans shall be made in the relevant Alternative Currency. Each prepayment of the Loans pursuant to this Section 2.17, each such 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect repayments thereof required pursuant to the Term Facility, to the principal repayment installments thereofSection 2.07(a) in the manner indicated order selected by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesCompany.

Optional. (i) The Borrower Company may, upon notice 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 (Ax) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the one Business Day prior to any date of prepayment of Base Rate Loans; (By) any 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; and (Cz) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower 66 MSGN – A&R Credit Agreement (2019) Company 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 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 2.17, each such Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated thereof as directed by the BorrowerCompany (and if not so directed, and on a pro-rata basis), and, subject to Section 2.16, each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in the relevant Facility.

Optional. (i) The Borrower may, upon notice 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, except as set forth in Section 2.05(a)(iv) below; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the 77 Syniverse Credit Agreement Administrative Agent not later than 12:00 p.m. (1New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B2) any 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 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 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 specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of such prepayment and the Type(s) of Loans under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect ratable share of the relevant FacilityFacility or Tranche, as the case may be). If such notice is given by the BorrowerBorrower and not rescinded, 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and Section 3.05. Subject to Section 2.172.18, each such prepayment of outstanding Term Loans pursuant to this Section 2.05(a) shall be applied on a pro rata basis to the respective Facilities (including, with respect to the each Tranche of Term Facility, Loans and shall be applied within each Tranche of Term Loans to the principal repayment installments thereof) thereof in the manner indicated directed by the Borrower (or, if no such direction is given, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to such Tranche pursuant to Section 2.07(a)); and each such prepayment shall be paid to the Appropriate Lenders on a pro rata basis; provided that, at the request of the Borrower, and in lieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the Lenders under event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each applicable Facility in accordance with their respective Applicable Percentagesother Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis.

Optional. (i) The Borrower may, upon upon, subject to clause (ii) below, written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and any Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(c)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. New York City time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on one Business Day prior to the date of any prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $2,500,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make (or cause to be made) such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 2.05(c) or Section 3.05. Subject to Section 2.17, In the case of each such prepayment of the Loans pursuant to this Section 2.05(a2.05, the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit Loans Loans, in whole or in part part, without premium or penalty, subject to Section 3.05; provided that provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 10:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 250,000 or a whole multiple of $100,000 50,000 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 under each Facility 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 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, unless such notice is revoked prior to such specified date therein. 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) thereof as directed by the Borrower (and, in the manner indicated by the Borrowercase of no direction, and applied in direct order of maturity). Subject to Section 2.15, such prepayments shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $100,000 250,000 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 under each Facility 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 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 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 2.17, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, as follows: first to the principal repayment installment thereof due as of the end of the fiscal quarter in which such prepayment is made, until such principal installment has been reduced to zero ($0) and second to the remaining principal repayment installments thereof) in the manner indicated by the Borrowerthereof on a pro-rata basis, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon written notice to the Administrative AgentAgent (a “Prepayment Notice”), at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans made to the Borrower, in whole or in part without premium or penaltypenalty except as described in clause (iv) below; provided 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 12:00 p.m. 11:00 a.m., (1) three (3) 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 250,000 or a whole multiple of $100,000 50,000 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 Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, the 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 2.05(a)(iv) and Section 3.05. Subject to Section 2.17, each such Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to among the respective Facilities (includingin such amounts as the Borrower may direct in its sole discretion and, with respect to in the case of the Term FacilityLoan Facilities, to the principal repayment installments thereof) in the manner indicated direct order of maturity or as otherwise directed by the Borrower. Other than as set forth in Section 10.07(l), each prepayment made by the Borrower in respect of a particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares.

Optional. (i) The Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(a)(iv); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. New York City time (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of one (1) Business Day prior to any prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $5,000,000 2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $2,500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, In the case of each such prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the application of such prepayment to scheduled maturities of principal payments) to be repaid, and such payment shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower may, upon notice 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 (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent in its reasonable discretion and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 50,000 or a whole multiple of $1,000,000 50,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 50,000 or a whole multiple of $100,000 50,000 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 under each Facility 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 ratable portion of such prepayment (based on such Lender’s '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 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 2.17, each such prepayment pursuant to this Section 2.05(a) prepayments shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans and Revolving Credit 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 12:00 p.m. 10:00 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 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 under each Facility 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 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 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect x) ratably to the Term Facility, A Loan and the Term B Loan and (y) to the principal repayment installments thereof) in the manner indicated by the Borrowerthereof on a pro-rata basis, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative AgentAgent by the Borrowers, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penaltypenalty (other than as required by Section 3.05 and except as provided in Section 2.05(a)(vi) below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:30 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 500,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (C3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $2,500,000 500,000 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 Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 2.05(a)(vi) and Section 3.05. Subject to Section 2.17, In the case of each such prepayment of the Loans pursuant to this Section 2.05(a), the Borrowers may in its sole discretion select the Class or Classes of Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares or other applicable share provided for under this Agreement. Notwithstanding anything to the contrary in this Agreement, (x) after any Extension, the Borrower may voluntarily prepay any Borrowing of any Class of non-extended Term Loans or non-extended Revolving Credit Loans (and terminate the related Revolving Credit Commitment) pursuant to which the related Extension Request was made without any obligation to prepay the corresponding Extended Term Loans or may voluntarily prepay any Borrowing of any Extended Term Loans or Extended Revolving Credit Loans (and terminate the related Extended Revolving Credit Commitment) pursuant to which the related Extension Request was made without any obligation to voluntarily prepay the corresponding non-extended Term Loans or non-extended Revolving Credit Loans and (y) after the incurrence or issuance of any Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving Loans or Replacement Term Loans, the Borrower may voluntarily prepay (and terminate the related Commitment with respect to) any Borrowing of any Term B Loans or Revolving Credit Loans without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) any Class of Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving Loans or Replacement Term Loans, or may voluntarily prepay (and terminate the related Commitment with respect to) any Borrowing of any Class of Incremental Term Loans, Incremental Revolving Loans, Refinancing Term Loans, Refinancing Revolving Loans or Replacement Term Loans without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) the Term B Loans, any other Term Loans or any Revolving Credit Loans; provided that any Incremental Loans effected as a Term Loan Increase or a Revolving Commitment Increase to any existing Class of Term Loans or Revolving Credit Loans and such existing Class of Term Loans or Revolving Credit Loans, as applicable, shall in all events be voluntarily prepaid on a pro rata basis.

Optional. (i) The Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit the 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 12:00 p.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $100,000 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 under each Facility 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 applicable 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 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. 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 2.05(a)(i) shall be applied ratably to the Facility, and subject to Section 2.172.15, each such prepayment pursuant to this Section 2.05(a) shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of the Facility.

Optional. (i) The Borrower Company may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penaltypenalty subject to Section 3.06; 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 12:00 p.m. 11:00 a.m. (1A) on the date three Business Days prior to any the date of the prepayment in connection with the prepayment of Eurodollar Term SOFR Rate Loans and (2B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Committed Loans; (Bii) 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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) and Class(es) of Loans under each Facility to be prepaid and, if Eurodollar Term SOFR 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 ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Subject to Section 2.15, each such prepayment of Committed Loans of the Lenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), each prepayment of Term Loans or Incremental Term Loans pursuant to the foregoing shall be applied, to the remaining principal repayment installments of such Term Loans or Incremental Term Loans, as applicable (including any payment due on the Maturity Date), on a pro rata basis. 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 2.17, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages3.06.

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 2,500,000 or a whole multiple of $1,000,000 250,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $100,000 250,000 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 under each Facility 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 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 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, as follows: first to the principal repayment installment thereof due as of the end of the fiscal quarter in which such prepayment is made, until such principal installment has been reduced to zero ($0) and second to the remaining principal repayment installments thereof) in the manner indicated by the Borrowerthereof on a pro-rata basis, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Revolving Loans, Term Loans and Revolving Credit and/or any Incremental Term Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2) on the date of prepayment of Base Rate Loans; , (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; , and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility to be prepaid, and whether the Loans to be prepaid are Revolving Loans, Term Loans and/or Incremental Term Loans 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 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 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. Any prepayment of a Eurodollar Rate Loan principal 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 2.17, each such Each prepayment of Term Loans or Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (includingTerm Loans and any then-existing Incremental Term Loans on a pro rata basis, with respect to the Term Facility, and shall be applied to the principal repayment installments thereof, first, to reduce in direct order of maturity the next four (4) in the manner indicated by the Borrowerscheduled amortization payments and thereafter (after such scheduled amortization payments have been eliminated as a result of such reductions), and on a pro rata basis. Subject to Section 2.15, such prepayments shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit 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 12:00 p.m. 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 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; thereof and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $2,500,000 500,000 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 Committed Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or 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 condition is not satisfied. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 2.1724 Cboe Global Markets, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities Inc. – Credit Agreement (including, with respect to the Term Loan Credit Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.)

Optional. (i) The Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1) three Business Days days prior to any date of prepayment of Eurodollar Rate Loans in the case of the Revolving Credit Facility and (2) on the five days prior to any date of prepayment of Base Rate Loans; Loans in the case of the Term A Facility and (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or 3,000,000 in the case of the Term A Facility (except for any prepayments made pursuant to Section 4.01(b)(iii)) and $1,000,000 in the case of the Revolving Credit Facility and, in each case, in a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $100,000 500,000 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 under each Facility 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 applicable 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) (except for any prepayments made pursuant to Section 4.01(b)(iii)). 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 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 2.17, each such Each prepayment of the outstanding Term A Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facilityfirst, to the next two remaining principal repayment installments thereof) in thereof and second to the manner indicated by the Borrowerremaining principal repayment installments thereof on a pro rata basis, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities (except for any prepayments made pursuant to Section 4.01(b)(iii)).

Optional. (i) The Borrower may, upon notice 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 without, except as set forth in Section 2.05(a)(iv) below, premium or penalty; provided provided, that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (1New York 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 Rate Loans; (B2) any 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 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect ratable share 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section Sections 2.05(a)(iv) and 3.05. Subject to Section 2.172.19, each such prepayment of outstanding Loans under the Term Loan Facility pursuant to this Section 2.05(a) shall be applied ratably to the respective Facilities (including, with respect to each of the Term Facility, A Facility and the Term B Facility and to the principal repayment installments thereof, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) in applicable to each of the manner indicated Term A Loans and the Term B Loans pursuant to Sections 2.07(a) and (b) as directed by the Borrower, ; and each such prepayment shall be paid to the Loans of Term A Lenders and the Term B Lenders under each applicable Facility in accordance with their respective Applicable Percentageson a pro rata basis.

Optional. (i) The Each Borrower may, upon notice from the Company 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 (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, 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 (2C) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 applicable 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 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 a notice of prepayment delivered by the Company may state that such notice is conditioned upon the consummation of an acquisition or the closing of one or more securities offerings or credit facilities, in which case such notice may be revoked by the Company (by notice to the Administrative Agent on or prior to the specified effective date). 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) thereof as directed by the Company at the time of such prepayment (or in the manner indicated by absence of direction from the BorrowerCompany, and in the direct order of maturity). Subject to Section 2.18, each such prepayment shall be applied to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Revolving Credit Loans and Revolving Credit Term 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 12:00 p.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days (or five, 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 (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 1,000,000 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 $1,000,000 or a whole multiple thereof; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 applicable 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 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. 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in thereof on a pro rata basis (excluding from such calculation the manner indicated by the Borrowerfinal payment due at maturity). Subject to Section 2.17, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower Except as set forth in clause (ii) below with respect to Multicurrency Revolving Credit Loans and New Term Loans denominated in a currency other than Dollars, the Borrowers may, upon notice 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 penaltypenalty (other than as set forth in Section 2.05(a)(iv)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (2B) on one Business Day prior to the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall be substantially in the form of Exhibit L and shall specify the date and amount of such prepayment prepayment, the Class, Tranche and the Type(s) of Loans under each Facility to be prepaid andprepaid, and if Eurodollar Eurocurrency 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 ratable portion Pro Rata Dollar Share, Pro Rata Multicurrency Share, Pro Rata Tranche B Share or Pro Rata New Term Loan Share, as applicable, of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 2.17, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Borrower mayshall have the right, upon notice at its election, to prepay the Administrative Agentoutstanding amount of the applicable Loans, as a whole or in part, 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 (A) such notice must be in together with a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.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 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $100,000 in excess thereof or, in each casepremium, if lessapplicable, 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 under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facilityprincipal amount of such Loans so prepaid in an amount equal to (i) two percent (2%) of such principal amount prepaid for any prepayment made on or before October 26, 2016 and (ii) one percent (1%) of such principal amount prepaid for any prepayment made after October 26, 2016 and on or before October 26, 2017 (the “Prepayment Consideration”). If No prepayment premium shall be required pursuant to this paragraph in respect of any prepayment of such notice Loans made after October 26, 2017; provided, that if any full or partial prepayment of the outstanding amount of any LIBOR Loan is given by made other than on the Borrowerlast day of the Interest Period relating thereto, the Borrower shall make pay all amounts due under Section 5.4. The Borrower shall give the Agent, no later than 10:00 a.m., Cleveland time, at least three (3) Business Days’ (or such prepayment and shorter period as the payment amount specified in such Agent may agree) prior written notice shall be due and payable on the date specified therein. 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 2.17, each such prepayment pursuant to this Section 2.05(a) 2.8., in each case specifying the proposed date of payment of the Loan and the principal amount to be paid. Borrower acknowledges that the Prepayment Consideration is bargained for consideration and is not a penalty. Borrower recognizes that Lenders would incur substantial additional costs and expense in the event of a prepayment of the Loans and that the Prepayment Consideration compensates Lenders for such costs and expenses (including, without limitation, the loss of Lenders’ investment opportunity during the period from the prepayment date until the Termination Date). Borrower agrees that Lenders shall not, as a condition to receiving the Prepayment Consideration, be obligated to actually reinvest the amount prepaid in any obligation or in any other manner whatsoever. If, following the occurrence and during the continuance of any Event of Default, Borrower shall tender payment of an amount sufficient to satisfy the Loan on or before October 26, 2017, such tender by Borrower shall be applied deemed to be a voluntary prepayment in the respective Facilities (includingamount tendered and in such case Borrower shall also pay to Lender, with respect to the Term Facilityamount tendered, the applicable Prepayment Consideration. Agent shall not be obligated to the principal repayment installments thereof) accept any such tender unless it is accompanied by all Prepayment Consideration due in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentagesconnection therewith.

Optional. (i) The Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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, whether such prepayment applies to Revolving Tranche A Credit Loans or Revolving Tranche B Credit Loans and the Type(s) of Loans under each Facility 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 ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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 a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not 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 2.172.16, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Revolving Credit Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1) three (3) 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 prepayment of Eurodollar 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 Revolving Loans under each Facility 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 applicable 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 FacilityPercentage). 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 such notice may state that it is conditioned upon the effectiveness of other credit facilities, the consummation of a particular Disposition or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan principal 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 2.172.15, each such prepayment pursuant to this Section 2.05(a) prepayments shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans, Revolving Loans and Revolving Credit and/or any Incremental Term Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days (or five (5) Business Days 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 (23) on the date of prepayment of Base Rate Loans; , (B) any prepayment of Eurodollar Eurocurrency 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; , and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 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 date, the currency and amount of such prepayment and prepayment, the Type(s) of Loans under each Facility to be prepaid, and whether the Loans to be prepaid are the Term Loans, the Revolving Loans, and/or the Incremental Term Loans and, if Eurodollar Eurocurrency 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 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 Eurodollar Rate Loan principal 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 2.17, each such Each prepayment of Term Loans and Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (includingTerm Loans and any Incremental Term Loans on a pro rata basis, with respect to the Term Facility, and shall be applied to the principal repayment installments thereof) thereof in the manner indicated by the Borrowerdirect order of maturity. Subject to Section 2.15, and such prepayments shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Applicable Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in clause (iii) below); provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 (or five Business Days, 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 (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 date, the currency and amount of such prepayment and the Class(es) and Type(s) of Loans under each Facility 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 applicable 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 Applicable 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. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05Section 8.05. Subject to Section 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(aSection 7.05(a) (1) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereofthereof in such order as the Applicable Borrower may elect and (2) in the manner indicated if applicable, shall be accompanied by the Borroweramount specified in clause (iii) below. Subject to Section Section 7.16, and each prepayment shall be paid to the Loans of the Lenders under each applicable Facility Lender in accordance with their respective its Applicable PercentagesPercentage in respect of each of the relevant Facilities.

Optional. (i) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Term Loans and of any Tranche (or Series thereof) and/or Revolving Credit Loans of any Tranche (or Series thereof) 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 12:00 p.m. 11:00 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 prepayment of Eurodollar Eurocurrency Rate Committed Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (C) 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; (D) so long as any Term A-2 Loans are outstanding, the Company shall not prepay Term A-3 Loans under this paragraph unless it shall simultaneously prepay Term A-2 Loans on at least a ratable basis with the Term A-3 Loans being prepaid (it being understood and agreed that the Company may prepay Term A-2 Loans under this paragraph without making any corresponding prepayments of Term A-3 Loans); (E) so long as any 2014 Multicurrency Revolving Credit Loans are outstanding, the Company shall not prepay 2017 Multicurrency Revolving Credit Loans under this paragraph unless it shall simultaneously prepay 2014 Multicurrency Revolving Credit Loans on at least a ratable basis with the 2017 Multicurrency Revolving Credit Loans being prepaid (it being understood and agreed that the Company may prepay 2014 Multicurrency Revolving Credit Loans under this paragraph without making any corresponding prepayments of 2017 Multicurrency Revolving Credit Loans); and (F) so long as any 2014 US Dollar Revolving Credit Loans are outstanding, the Company shall not prepay 2017 US Dollar Revolving Credit Loans under this paragraph unless it shall simultaneously prepay 2014 US Dollar Revolving Credit Loans on at least a ratable basis with the 2017 US Dollar Revolving Credit Loans being prepaid (it being understood and agreed that the Company may prepay 2014 US Dollar Revolving Credit Loans under this paragraph without making any corresponding prepayments of 2017 US Dollar Revolving Credit Loans). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans under each Facility to be prepaid (and, if Eurodollar Rate applicable, Series thereof) of Committed Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 3.053.07. Subject to Section 2.17, each such Each prepayment of the Loans pursuant to this Section 2.05(a2.06(a) shall be applied among the Facilities in such amounts as the Company may direct in its sole discretion, subject to the respective Facilities restrictions set forth in clauses (includingD), with (E) and (F) above; provided that any such prepayment of the Term Loans shall be applied against the then remaining scheduled amortization payments under the Term Loans in order of their maturities. Each prepayment in respect of a particular Facility shall be paid to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares.

Optional. (i) The Borrower may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and or Revolving Credit Loans in whole or in part without premium or penaltypenalty (other than, (x) in the case of any Eurodollar Rate Loan, any amounts required pursuant to Section 3.05, (y) any amounts required pursuant to Section 2.05(b)(ix) and (z), in the case of any Incremental Term Loans, any premium contained in the applicable Joinder Agreement); 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 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and denominated in U.S. Dollars, (2) on the five Business Days prior to any date of prepayment of Eurodollar Rate Loans denominated in any Alternative Currency and (3) one Business Day prior to any date of prepayment of Base Rate Loans; (B) 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and (ii) the Type(s) of Loans under each Facility 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 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 voluntary prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts if required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to Section 2.05(a) shall be applied as between Facilities as directed by the Borrower and, within any given Facility, shall be applied as directed by the Borrower to the installments thereof (or, if no such direction is provided, in direct order of maturity). Subject to Section 2.172.16, each such prepayment all payments made pursuant to this Section 2.05(a) shall be applied on a pro rata basis to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the each Lender holding Loans of the Lenders under each applicable Facility being prepaid in accordance with their respective Applicable Percentagesthe principal amount of the applicable Term Loans held thereby.

Optional. (i) The Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit 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 12:00 p.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 Committed Loans; (Bii) any 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; and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $2,500,000 500,000 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 Committed Loans under each Facility 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 ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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 62 89826417_6 therein. 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 2.17, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Committed Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages. The Borrowers 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 on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The i)The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and and/or Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 3.05); provided that provided, that, unless otherwise agreed by the Administrative Agent: (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 10:00 a.m. (1) three threetwo (32) Business Days prior to any date of prepayment of Eurodollar Rate Loans RateTerm SOFR Loans, and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofthereof (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 $2,500,000 500,000 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 under each Facility to be prepaid and, if Eurodollar Rate RateTerm SOFR 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 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 Eurodollar Rate RateTerm SOFR 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities principal repayment installments thereof as directed by the Borrower (includingor, if no such direction is provided by the Borrower, such prepayment shall be applied to all then-existing Term Loans on a pro rata basis, and, with respect to the each then-existing Term Facility, to the principal repayment installments thereof) thereof in the manner indicated by the Borrowerinverse order of maturity). Subject to Section 2.15, and such prepayments shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit any Class of Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(d)); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by (A) with respect to prepayments of any Class of Term Loans or Incremental First Lien Term Loans, the Administrative Agent not later than 12:00 2:00 p.m. (1New York Time) (x) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2y) on one (1) Business Day prior to the date of prepayment of Base Rate Loans or (B) with respect to prepayments of any Class of Revolving Credit Loans, the Administrative Agent not later than 10:00 a.m. (New York Time) on the Business Day of such prepayment, in the case of each of Eurocurrency Rate Loans and Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency 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; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $100,000 500,000 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) and Class(es) of Loans under each Facility 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 applicable 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 Pro Rata Share 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 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 2.172.16, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) in applicable to each of the manner indicated Term Loans pursuant to Sections 2.07(a) or as otherwise directed by the Borrower, ; and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares. Each prepayment of Revolving Credit Loans made pursuant to this Section 2.05(a) at a time when Revolving Credit Loans of more than one Class remain outstanding shall be paid to the Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.05(a)(i) shall be subject to Section 2.05(d).

Optional. (i) The Each Borrower may, upon notice by the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Committed 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 12:00 p.m. 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 Committed Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $2,500,000 500,000 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 Committed Loans under each Facility 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 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 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. 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 2.17, each such prepayment pursuant to this Section 2.05(a) prepayments shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Committed Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages. 40 Each Borrower may, upon notice by the Company 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 (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) 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 Company, 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.

Optional. (i) The Borrower may, upon notice 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 and, subject to Section 2.05(d), 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 12:00 1:00 p.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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 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 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrowerthereof on a pro-rata basis, and subject to Section 2.16, each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penaltypenalty (except as expressly set forth in Section 2.09(d)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. New York City time (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or EURIBOR Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans or EURIBOR Loans shall be in a minimum principal amount of $5,000,000 500,000 (or €500,000, in the case of EURIBOR Loans), or a whole multiple of $1,000,000 100,000 (or €100,000, in the case of EURIBOR Loans) in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $2,500,000 250,000 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 Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the Borrower, unless rescinded pursuant to clause (iii) below, 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 Eurodollar Eurocurrency Rate Loan or a EURIBOR 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 2.17, In the case of each such prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares or other applicable share provided for under this Agreement.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent from Borrower, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltysubject to the Applicable Premium; 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 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $5,000,000 or a whole multiple of $1,000,000 in excess thereof500,000; and (C) any prepayment of Base Rate Loans shall be in a principal amount of at least $2,500,000 or a whole multiple of $100,000 in excess thereof 250,000 or, in each case, if less, the entire principal amount thereof then outstanding; and (D) any such prepayment shall be accompanied by all accrued interest on the amount prepaid, together with the Applicable Premium . Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility 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 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; provided that such notice may state that the prepayment is conditioned upon the effectiveness of other credit facilities, acquisitions or dispositions, in which case such notice may be revoked by Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.06(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) thereof in the such manner indicated by the Borroweras Borrower may elect. Subject to Section 2.16, and such prepayments shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentage in respect of each of the relevant Facilities. Notwithstanding any provisions in this Section 2.06 to the contrary, no voluntary prepayment of the Term Loans, other than any voluntary prepayments made with the Available Amount, shall be permitted or required pursuant to this Section 2.06 until the Discharge of the First Lien Obligations (as defined in the Intercreditor Agreement).

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part subject to Section 2.03(c) and Section 3.05, but otherwise without any other premium or penalty; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (B) 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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) and Class of Loans under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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 the Notice of Loan Prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked or postponed by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not 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 2.17, each such Each prepayment of the outstanding Loans pursuant to this Section 2.05(a2.03(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in , and to the manner indicated Initial Loan or applicable Delayed Draw Loans as directed by the Borrower, and, in the absence of direction, first to the Initial Loans and next to the Delayed Draw Loans, and to the Loans reduce amortization payments in direct order of maturity. Subject to Section 2.12, such prepayments shall be paid to the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages of the applicable outstanding Loans.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay the Term Loans, Revolving Loans and Revolving Credit and/or any Incremental Term Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 10:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2) on the date of prepayment of Base Rate Loans; , (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 100,000 in excess thereof; , and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility to be prepaid, and whether the Loans to be prepaid are the Term Loans, the Revolving Loans, and/or the Incremental Term Loans 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 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; provided, that, any notice of prepayment of Loans may be conditioned upon the effectiveness of other credit facilities or capital raising, the consummation of a particular Disposition or the occurrence of a change of control as specified in such notice, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan principal 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 2.17, each such Each prepayment of Term Loans and Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (includingTerm Loans and any Incremental Term Loans on a pro rata basis, with respect to the Term Facility, and shall be applied to the principal repayment installments thereof) thereof in the manner indicated direct order of maturity or as otherwise directed by the Borrower. Subject to Section 2.15, and such prepayments shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 1:00 p 11:00 a.m. (1x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans and (2y) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Term SOFR 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 applicable 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 ; provided, that, so long as such conditionality is included in the relevant notice, any such notice of prepayment may be conditioned upon the effectiveness of other transactions (including any credit facilities or capital raising, the consummation of any Disposition or the occurrence of a Eurodollar Rate Loan shall change of control), in which case such notice may be accompanied revoked by all accrued interest the Borrower (by notice to the Administrative Agent on or prior to the amount prepaid, together with any additional amounts required pursuant to Section 3.05specified prepayment date) if such condition is not satisfied. Subject to Section 2.172.15, each such prepayment pursuant to this Section 2.05(a) prepayments shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans Advances made to it 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 12:00 p.m. 11:00 a.m. (1x) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Advances denominated in Dollars, (y) four Business Days prior to any date of prepayment of Eurocurrency Rate Advances denominated in Alternative Currencies, and (2z) on the date of prepayment of Base Rate LoansAdvances; (B) any prepayment of Eurodollar Eurocurrency Rate Loans Advances denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Eurocurrency Rate Advances 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 Loans Advances shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $100,000 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 under each Facility Advances to be prepaid and, if Eurodollar Eurocurrency Rate Loans Advances are to be prepaid, the Interest Period(s) of such LoansAdvances. The Administrative Agent will promptly notify each applicable 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 Commitment Percentage in respect of the relevant Facility). If such notice is given by the any 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 such notice of prepayment may state that such prepayment is conditioned upon the availability of other financing, in which case such notice may be revoked by the applicable Borrower (by notice to the Agent prior to the specified date of such prepayment) if such condition is not satisfied (it being understood that any revocation by a Borrower of a notice of prepayment shall entitle the Lenders to any amounts as set forth in Section 10.04(b)). Any prepayment of a Eurodollar Eurocurrency Rate Loan Advance shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.0510.04(b). Subject to Section 2.17, each Each such prepayment pursuant to this Section 2.05(a) shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Commitment Percentages.

Optional. (i) The Borrower Borrower, may, upon at least one (1) Business Day’s notice in the case of ABR Loans and three (3) Business Days’ notice in the case of LIBOR Loans to the Administrative AgentAgent stating the proposed date and aggregate principal amount of the prepayment and the order of maturity in which such prepayment is to be applied, at any time or from time to time voluntarily and if such notice is given, the Borrower shall, prepay the outstanding aggregate principal amount of the Term Loans and Revolving Credit Loans in whole or ratably in part without premium or penalty; provided that part, together with (i) accrued interest to the date of such prepayment on the aggregate principal amount prepaid and (ii) (A) in the case of any such notice must be in a form reasonably acceptable prepayment made on or prior to the Administrative Agent and be received by Make-Whole Expiry Date, any amounts due pursuant to Section 2.03(d), (b) in the Administrative Agent not later than 12:00 p.m. (1) three Business Days case of any such prepayment made after the Make-Whole Expiry Date but on or prior to any date the second anniversary of prepayment the Closing Date, a premium of Eurodollar Rate Loans and (2) on 3.0% of the date of prepayment of Base Rate Loansaggregate principal amount so prepaid; (B) in the case of any such prepayment made after the second anniversary of Eurodollar Rate Loans shall be in the Closing Date but on or prior to the third anniversary of the Closing Date, a premium of 2.0% of the aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereofso prepaid; and (C) in the case of any such prepayment made after the third anniversary of Base Rate Loans the Closing Date but on or prior to the fourth anniversary of the Closing Date, a premium of 1.0% of the aggregate principal amount so prepaid; provided, however, that each partial prepayment shall be in a an aggregate principal amount of $2,500,000 1,000,000 or a whole an integral multiple of $100,000 500,000 in excess thereof or, in each case, and if less, any prepayment of a LIBOR Loan is made on a date other than the entire principal amount thereof then outstanding. Each last day of an Interest Period for such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility 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 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 BorrowerLIBOR Loan, 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with also pay any additional amounts required owing pursuant to Section 3.05. Subject to Section 2.17, each such Each prepayment of any of the Term Loans pursuant to this Section 2.05(a) 2.03 shall be applied to the respective Facilities (including, with respect ratably to the Term Facility, Loans owed to each Term Lender in accordance with the principal repayment installments thereofprovisions specified in Section 2.03(c) and in the manner indicated order of maturity elected by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Borrower may, upon notice 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 penaltypenalty (except as provided in clause (iv) below); 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 12:00 p.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and Loans, (2B) on the date of prepayment of Base Rate Loans, (C) five Business Days prior to any date of prepayment of Fixed Rate Loans; (Bii) any 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; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 Facility, Type(s) and, if applicable, Tranche, of Loans under each Facility 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 applicable 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 Aggregate Revolving Credit Commitment or Aggregate Term Loan Commitment with respect to the relevant FacilityTranche, as applicable). 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 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. Any Additional Term Loan Prepayment of a Fixed Rate Loan shall be accompanied by all accrued interest on the amount prepaid (including the capitalization of any interest to be paid-in-kind) to the extent that such interest is permitted to be paid under Section 11.01. Subject to Section 2.172.16, each such prepayment pursuant to this Section 2.05(a) shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.Percentages in respect of each of the relevant Facilities and Tranches. 77

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. (1New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency 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; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 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 Class(es) and Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate more than one Class of Loans are is to be prepaid, the Interest Period(s) amount of such Loansprepayment applicable to each Class. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment; provided that any prepayment (based on such Lender’s Applicable Percentage in respect of Revolving Credit Loans within 20 Business Days of the relevant Facility)Maturity Date of the Original Maturity Revolving Credit Facility shall be prepayments of Extended Maturity Revolving Credit Loans. 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 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 2.17, each such Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied paid to the Appropriate Lenders in accordance with their respective Facilities (includingPro Rata Shares and shall be allocated among the Borrower and the Subsidiary Borrowers pro rata in accordance with their then-outstanding Designated Amounts except as otherwise specified by the Borrower in writing. For the avoidance of doubt, the Borrower may voluntarily prepay at its discretion Term Loans of any Class without a pro rata prepayment of Term Loans of any other Class. In the event that, on or prior to the first anniversary of the First Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term FacilityB-4 Loans (other than the replacement of Term B-4 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-4 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-4 Loans as of the First Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-4 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal repayment installments thereof) in amount of Term B-4 Loans outstanding on the manner indicated by effective date of such amendment, amendment and restatement or modification or that are prepaid or refinanced, as applicable (including, for the Borroweravoidance of doubt, the Term B-4 Loans of each Term B-4 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and to is replaced as a Non-Consenting Lender under Section 3.07). Notwithstanding the foregoing, the Borrower may not prepay Term B-4 Loans or any Extended Term Loans unless such prepayment is accompanied by a pro rata prepayment of Term B-2 Loans or Term Loans of the Lenders Class from which such Extended Term Loans were converted (or such Term Loans of such Class have otherwise been repaid in full); provided that, for the avoidance of doubt, the Borrower may prepay Term Loans other than Term B-4 Loans without a pro rata prepayment of the Term B-4 Loans, and may prepay Term Loans of another Class from which Extended Term Loans may be converted without a pro rata prepayment of such Extended Term Loans. In the event that, on or prior to the first anniversary of the First Amendment Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-5 Loans (other than the replacement of Term B-5 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-5 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-5 Loans as of the First Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-5 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-5 Loans outstanding on the effective date of such amendment, amendment and restatement or modification or that are prepaid or refinanced, as applicable (including, for the avoidance of doubt, the Term B-5 Loans of each Term B-5 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07). Notwithstanding the foregoing, the Borrower may not prepay Term B-5 Loans or any Extended Term Loans unless such prepayment is accompanied by a pro rata prepayment of Term B-2 Loans or Term Loans of the Class from which such Extended Term Loans were converted (or such Term Loans of such Class have otherwise been repaid in full); provided that, for the avoidance of doubt, the Borrower may prepay Term Loans other than Term B-5 Loans without a pro rata prepayment of the Term B-5 Loans, and may prepay Term Loans of another Class from which Extended Term Loans may be converted without a pro rata prepayment of such Extended Term Loans. In the event that, on or prior to the first anniversary of the First Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-6 Loans (other than the replacement of Term B-6 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-6 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-6 Loans as of the First Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-6 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-6 Loans outstanding on the effective date of such amendment or that are prepaid or refinanced, as applicable Facility (including, for the avoidance of doubt, the Term B-6 Loans of each Term B-6 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07). In the event that, on or prior to the six-month anniversary of the Third Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-7 Loans (other than the replacement of Term B-7 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-7 Loans (other than a refinancing in accordance full of all of the Facilities) with their respective Applicable Percentagesproceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-7 Loans as of the Third Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-7 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-7 Loans outstanding on the effective date of such amendment or that are prepaid or refinanced, as applicable (including, for the avoidance of doubt, the Term B-7 Loans of each Term B-7 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07). In the event that, on or prior to the six-month anniversary of the Third Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-8 Loans (other than the replacement of Term B-8 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-8 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-8 Loans as of the Third Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-8 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-8 Loans outstanding on the effective date of such amendment or that are prepaid or refinanced, as applicable (including, for the avoidance of doubt, the Term B-8 Loans of each Term B-8 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07).

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; 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 12:00 p.m. 10:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility to be prepaid and, if Eurodollar Rate LIBOR 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 ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. Any prepayment of a Eurodollar Rate LIBOR 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 2.172.16, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Revolving Credit Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) xxxii.The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and and/or Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 3.05); provided that provided, that, unless otherwise agreed by the Administrative Agent: (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2) on the date of prepayment of Base Rate Loans; (B) any 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 thereofthereof (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 $2,500,000 500,000 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 under each Facility 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 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 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities principal repayment installments thereof as directed by the Borrower (includingor, if no such direction is provided by the Borrower, such prepayment shall be applied to all then-existing Term Loans on a pro rata basis, and, with respect to the each then-existing Term Facility, to the principal repayment installments thereof) thereof in the manner indicated by the Borrowerinverse order of maturity). Subject to Section 2.15, and such prepayments shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Each Borrower may, upon notice from the Company 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 (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Eurocurrency RateTerm SOFR Loans, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Alternative Currency Loans, and (2C) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Eurocurrency RateTerm SOFR 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; (iii) any prepayment of Alternative Currency Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and (Civ) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 date, currency and amount of such prepayment and the Type(s) of Loans under each Facility to be prepaid andprepaid, and if Eurodollar Eurocurrency RateTerm 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 applicable 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)) of such prepayment. If such notice is given by the BorrowerCompany (and has not been rescinded or revoked by the Company), 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 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 2.17, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.61 158477613_2174043865_5

Optional. (i) The Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loan, (2) four Business Days (or five, 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 (23) on the date of prepayment of Base Rate Loans; (B) any 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 (i) the date and amount of such prepayment and prepayment, (ii) the Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and (iii) in the case of a prepayment of Loans in Dollars, the Class of the Loans to be prepaid. The Administrative Agent will promptly notify each applicable 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; provided that if such notice is given in connection with a refinancing of all Senior Credit Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Borrower if such condition is not satisfied. 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect x) to the Term Facility, Facilities in such manner as the Borrower shall direct and (y) to the principal repayment installments thereof) thereof in such order as the manner indicated by the BorrowerBorrower shall direct, or failing such direction, on a pro-rata basis, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term B Facility pursuant to this Section 2.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The Subject to Section 2.05(c), the Borrower may, upon written notice to the Administrative Agent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay Term Loans and Revolving Credit 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 (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1a) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2b) on one (1) Business Day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Term 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (includingremaining amortization payments under the Term Facility in direct order of maturity, with respect and thereafter to the next scheduled installments of principal of the Term FacilityFacility or portions thereof, and subject to Section 2.15, each such prepayment shall be paid to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of the Term Facility.

Optional. (i) The Borrower Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 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 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. 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) thereof in the manner indicated by the Borrowerinverse order of maturity, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice 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 without, except as set forth in Section 2.05(a)(iv) below, premium or penalty; provided provided, that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (1New York 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 Rate Loans; (B2) any 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 in excess thereof; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 class and Type(s) of Loans under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect ratable share 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section Sections 2.05(a)(iv) and 3.05. Subject In the event of any prepayments of Loans under this Section 2.05(a) made at a time when Loans of more than one trancheclass remain outstanding, the Borrower shall select the trancheclass of Loans to Section 2.17, each such be prepaid. Each prepayment of outstanding Loans under a Facility pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) then-remaining amortization payments in the manner indicated directed by the Borrower, ; and each such prepayment shall be paid to the Loans of the applicable Lenders under each applicable Facility in accordance with their respective Applicable Percentageson a pro rata basis.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars or Sterling, (2) four (4) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Euros, and (3) and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of the Dollar Equivalent of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 date, the currency and amount of such prepayment and the Type(s) of Loans under each Facility 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on the Applicable Percentage of such Lender’s Applicable Percentage in respect of the relevant Facility). 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. Any prepayment of a Eurodollar Rate Loan principal 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 2.17, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay Term Loans and or Revolving Credit Loans in whole or in part without premium or penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 A.M. (1) three two (2) Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate SOFR 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, and shall be accompanied by payment of all amounts due under Section 3.05; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate SOFR 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 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 BorrowerBorrower Agent, 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. Any prepayment of a Eurodollar Rate SOFR 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 2.172.17(b), each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.06(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) thereof in the manner indicated by the Borrowerinverse order of maturity. Subject to Section 2.17, and such prepayments shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Subject to Section 2.04(a)(ii), the Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. (1) 1:00 p.m. three (3) U.S. Government Securities Business Days prior to any date of prepayment of Eurodollar Rate Adjusted LIBORTerm SOFR Loans, (2) 1:00 p.m. five (5) U.S. Government Securities Business Days prior to any date of prepayment of Daily Simple SOFR Loans and (223) 11:00 a.m. on the date of prepayment of Base Rate ABR Loans; (B) any prepayment of Eurodollar Rate Adjusted LIBORSOFR 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; and (C) any prepayment of Base Rate ABR Loans shall be in a principal amount of $2,500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (D) to the extent applicable, identification of the one or more Projects to which such prepayment applies and the Revolving Loans to which such prepayment should be allocated. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate Adjusted LIBORTerm SOFR 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). If such notice is given by the BorrowerBorrower (and, in connection with any refinancing, extension, loan modification or similar transaction, such notice does not expressly state that it may be revoked prior to the date of prepayment specified therein), 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 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 2.172.15, each such prepayment pursuant to this Section 2.05(a) shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans Advances 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 (it being acknowledged and agreed that a notice addressed to the Administrative Agent in accordance with Section 9.02 and containing the information required by the immediately following sentence shall be acceptable to the Administrative Agent) and received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Advances and (2B) on the date of prepayment of Base Rate LoansAdvances; (Bii) any prepayment of Eurodollar Rate Loans Advances shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans Advances shall be in a principal amount of $2,500,000 500,000 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 40 Kansas City Southern Credit Agreement amount of such prepayment and the Type(s) of Loans under each Facility Advances to be prepaid and, if Eurodollar Rate Loans Advances are to be prepaid, the Interest Period(s) of such LoansAdvances. The Administrative Agent will promptly notify each applicable 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 Pro Rata Share in respect of the relevant FacilityRevolving Credit Facility on such date 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 the Borrower may rescind, or extend the date for prepayment specified in, any notice of prepayment under this Section 2.06(a), if such prepayment would have resulted from a refinancing of all or any portion of any Facility, which refinancing shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan Advances shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required then due and payable pursuant to Section 3.059.04(c). Subject to Section 2.172.15, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans Advances of the Lenders under each applicable Facility Lender Parties in accordance with their the amount ratably based upon the respective Applicable Percentagesaggregate amounts thereof owing to the Lender Parties on such date of such prepayment.

Optional. (i) The Borrower may, upon upon, subject to clause (iii) below, written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(a)(iv)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. New York City time (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of one Business Day prior to any prepayment of Base Rate Loans, in each case, unless the Administrative Agent agrees to a shorter period in its discretion; (B1) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount minimum Principal Amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 250,000 in excess thereof; and (C2) any prepayment of Base Rate Loans shall be in a principal amount minimum Principal Amount of $2,500,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid; provided that from the Amendment No. 5 Effective Date until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be prepaid on a pro rata basis between the Interest Period(s) of such LoansNon-Extended Revolving Credit Facility and the Extended Revolving Credit Facility. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If Subject to Section 2.05(iii) below, 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 Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon to such date, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, In the case of each such prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares or other applicable share as provided for under this Agreement.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative AgentLender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and and/or Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Lender (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 12:00 p.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) 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 (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 250,000 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 date, the currency and amount of such prepayment and the Type(s) of Loans under each Facility 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 applicable 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 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. 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 2.17, each such Each prepayment of the outstanding Danish Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect principal repayment installments thereof in inverse order of maturity. Each prepayment of the outstanding U.S. Term Loans pursuant to the Term Facility, this Section 2.05(a) shall be applied to the principal repayment installments thereof) thereof in the manner indicated by the Borrower, and to the Loans inverse order of the Lenders under each applicable Facility in accordance with their respective Applicable Percentagesmaturity.

Optional. (i) The Borrower Borrowers may, upon notice from the Company 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, except as set forth in the next to last sentence of this Section 2.06(a)(i); 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 12:00 p.m. 11:00 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 Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans (whether denominated in Dollars or Alternative Currencies) shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 applicable 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 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. 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 Any prepayment of the Term Facility made on or prior to Section 2.17, each such the first anniversary of the Term Loan Closing Date shall also be accompanied by the Term Loan Premium. Each prepayment pursuant to this Section 2.05(a) shall be applied promptly paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Subject to the Intercreditor Agreement and the last sentence of this Section 2.03(a), the Borrower may, upon notice 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 penaltypart; provided that (A) for any such prepayments made in connection with a Repricing Event prior to the six month anniversary of the Restatement Date, the Borrower shall pay to the Administrative Agent, for the benefit of the applicable Lenders, the fee described in Section 2.07(c); (B) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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; (BC) 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; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). 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 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 2.17, each such Each prepayment of the outstanding Loans pursuant to this Section 2.05(a2.03(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated thereof as directed by the Borrower, and . Each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Facility pursuant to this Section 2.03(a) during the period from the Restatement Date through the date ten Business Days thereafter.

Optional. (i) The Borrower may, upon notice 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 (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 100,000 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 and amount of such prepayment and the Type(s) of Loans under each Facility 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 ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) thereof in the manner indicated by the Borrowerinverse order of maturity, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit any Class of Loans in whole or in part without premium or penaltypenalty (subject to Section 2.05(d)); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by (A) with respect to prepayments of any Class of Term Loans or Incremental First Lien Term Loans, the Administrative Agent not later than 12:00 2:00 p.m. (1New York Time) (x) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2y) on one (1) Business Day prior to the date of prepayment of Base Rate Loans or (B) with respect to prepayments of any Class of Revolving Credit Loans, the Administrative Agent not later than 10:00 a.m. (New York Time) on the Business Day of such prepayment, in the case of each of Eurocurrency Rate Loans and Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency 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; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $100,000 500,000 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) and Class(es) of Loans under each Facility 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 applicable 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 Pro Rata Share 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 Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05‎3.05. Subject to Section 2.17‎2.16, each prepayment of the outstanding Term Loans pursuant to this Section ‎2.05(a) shall be applied in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to each of the Term Loans pursuant to Sections ‎2.07(a) or as otherwise directed by the Borrower; and each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares. Each prepayment of Revolving Credit Loans made pursuant to this Section 2.05(a) at a time when Revolving Credit Loans of more than one Class remain outstanding shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares. All prepayments under this Section 2.05(a)(i) shall be subject to Section 2.05(d).

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative AgentLender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and and/or Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Lender (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent Lender not later than 12:00 p.m. 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) 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 (23) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 250,000 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 date, the currency and amount of such prepayment and the Type(s) of Loans under each Facility 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 applicable 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 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. 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) thereof in the manner indicated by the Borrower, and to the Loans inverse order of the Lenders under each applicable Facility in accordance with their respective Applicable Percentagesmaturity.

Optional. (i) The Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative AgentAgent by the delivery of a Prepayment Notice substantially in the form of Exhibit J, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit 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 12:00 p.m. 9:30 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) two (2) on the Business Days prior to any date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 U.S.$5,000,000 or a whole multiple of $1,000,000 U.S.$1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 U.S.$500,000 or a whole multiple of $100,000 U.S.$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 under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). 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 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 2.17, each such Each prepayment pursuant to this Section 2.05(a) of the outstanding Loans shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of the Facility.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time time, voluntarily prepay Term Loans and Revolving Credit 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 12:00 p.m. (1) three U.S. Government Securities Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such LoansLoans and otherwise be in a form reasonably acceptable to the Administrative Agent. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such LenderXxxxxx’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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 a notice of prepayment pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Any prepayment of a Eurodollar Rate SOFR 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 2.17, each such prepayment pursuant to this Section 2.05(a) of the outstanding Revolving Credit Loans shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Revolving Credit Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares of the Revolving Credit Facility.

Optional. (i) The Subject to Section 2.05(c), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay Term Loans and Revolving Credit 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 (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that after giving effect to any voluntary prepayment of 2017 Incremental Term Loans on a pro forma basis, there shall be no outstanding Revolving Credit Loans. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility 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 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 Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated thereof as directed by the Borrower, and subject to Section 2.15, each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facility.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. (1New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency 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; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 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 Class(es) and Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate more than one Class of Loans are is to be prepaid, the Interest Period(s) amount of such Loansprepayment applicable to each Class. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment; provided that any prepayment (based on such Lender’s Applicable Percentage in respect of Revolving Credit Loans within 20 Business Days of the relevant Facility)Maturity Date of the Original Maturity Revolving Credit Facility shall be prepayments of Extended Maturity Revolving Credit Loans. 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 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 2.17, each such Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied paid to the Appropriate Lenders in accordance with their respective Facilities (includingPro Rata Shares and shall be allocated among the Borrower and the Subsidiary Borrowers pro rata in accordance with their then-outstanding Designated Amounts except as otherwise specified by the Borrower in writing. For the avoidance of doubt, the Borrower may voluntarily prepay at its discretion Term Loans of any Class without a pro rata prepayment of Term Loans of any other Class. In the event that, on or prior to the first anniversary of the First Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term FacilityB-4 Loans (other than the replacement of Term B-4 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-4 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-4 Loans as of the First Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-4 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal repayment installments thereof) in amount of Term B-4 Loans outstanding on the manner indicated by effective date of such amendment, amendment and restatement or modification or that are prepaid or refinanced, as applicable (including, for the Borroweravoidance of doubt, the Term B-4 Loans of each Term B-4 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and to is replaced as a Non-Consenting Lender under Section 3.07). Notwithstanding the foregoing, the Borrower may not prepay Term B-4 Loans or any Extended Term Loans unless such prepayment is accompanied by a pro rata prepayment of Term B-2 Loans or Term Loans of the Lenders Class from which such Extended Term Loans were converted (or such Term Loans of such Class have otherwise been repaid in full); provided that, for the avoidance of doubt, the Borrower may prepay Term Loans other than Term B-4 Loans without a pro rata prepayment of the Term B-4 Loans, and may prepay Term Loans of another Class from which Extended Term Loans may be converted without a pro rata prepayment of such Extended Term Loans. In the event that, on or prior to the first anniversary of the First Amendment Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-5 Loans (other than the replacement of Term B-5 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-5 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-5 Loans as of the First Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-5 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-5 Loans outstanding on the effective date of such amendment, amendment and restatement or modification or that are prepaid or refinanced, as applicable (including, for the avoidance of doubt, the Term B-5 Loans of each Term B-5 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07). Notwithstanding the foregoing, the Borrower may not prepay Term B-5 Loans or any Extended Term Loans unless such prepayment is accompanied by a pro rata prepayment of Term B-2 Loans or Term Loans of the Class from which such Extended Term Loans were converted (or such Term Loans of such Class have otherwise been repaid in full); provided that, for the avoidance of doubt, the Borrower may prepay Term Loans other than Term B-5 Loans without a pro rata prepayment of the Term B-5 Loans, and may prepay Term Loans of another Class from which Extended Term Loans may be converted without a pro rata prepayment of such Extended Term Loans. In the event that, on or prior to the first anniversary of the First Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-6 Loans (other than the replacement of Term B-6 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-6 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-6 Loans as of the First Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-6 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-6 Loans outstanding on the effective date of such amendment or that are prepaid or refinanced, as applicable Facility (including, for the avoidance of doubt, the Term B-6 Loans of each Term B-6 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07). In the event that, on or prior to the six-month anniversary of the Third Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-7 Loans (other than the replacement of Term B-7 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-7 Loans (other than a refinancing in accordance full of all of the Facilities) with their respective Applicable Percentagesproceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-7 Loans as of the Third Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-7 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-7 Loans outstanding on the effective date of such amendment or that are prepaid or refinanced, as applicable (including, for the avoidance of doubt, the Term B-7 Loans of each Term B-7 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07). In the event that, on or prior to the six-month anniversary of the Third Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-8 Loans (other than the replacement of Term B-8 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-8 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-8 Loans as of the Third Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-8 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-8 Loans outstanding on the effective date of such amendment or that are prepaid or refinanced, as applicable (including, for the avoidance of doubt, the Term B-8 Loans of each Term B-8 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07). In the event that, on or prior to the six-month anniversary of the Fourth Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-9 Loans (other than the replacement of Term B-9 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-9 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-9 Loans as of the Fourth Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-9 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-9 Loans outstanding on the effective date of such amendment or that are prepaid or refinanced, as applicable (including, for the avoidance of doubt, the Term B-9 Loans of each Term B-9 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07). In the event that, on or prior to the six-month anniversary of the Fourth Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-10 Loans (other than the replacement of Term B-10 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-10 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-10 Loans as of the Fourth Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-10 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-10 Loans outstanding on the effective date of such amendment or that are prepaid or refinanced, as applicable (including, for the avoidance of doubt, the Term B-10 Loans of each Term B-10 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07).

Optional. (i) The Borrower may, upon irrevocable written notice to the Administrative AgentAgent substantially in the form attached as Exhibit I (a “Notice of Prepayment”), at any time or from time to time voluntarily prepay Term Loans and Revolving Credit the Loans in whole or in part without premium or penaltypart; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1New York time) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2i) on the date of prepayment of same Business Day as each Base Rate LoansLoan and (ii) at least three (3) Business Days before each LIBO Rate Loan; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans shall must be in a principal amount of $2,500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, accompanied by the entire principal amount thereof then outstandingapplicable Yield Maintenance Amount required pursuant to Section 2.08. Each such notice shall specify the date and amount of such prepayment and prepayment, whether the Type(s) repayment is of Loans under each Facility to be prepaid and, if Eurodollar LIBO Rate Loans are to be prepaidor Base Rate Loans or a combination thereof, and if a combination thereof, the Interest Period(s) of such Loansamount allocable to each. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on thereon. Each prepayment of the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment Loans pursuant to this Section 2.05(a2.04(a) shall be applied as directed by the Borrower to reduce the respective Facilities remaining scheduled quarterly prepayments of the Loans pursuant to Section 2.06. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 4.05 hereof. A Notice of Prepayment received after 11:00 a.m. (including, with respect to New York time) shall be deemed received on the Term Facilitynext Business Day, to the remaining scheduled principal repayment installments thereof) in the manner indicated by the Borrower, and of Loans pursuant to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesSection 2.06.

Optional. (i) The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. (1) three (3) 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 250,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 250,000 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 under each Facility 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 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 Eurodollar Rate Loan principal 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.03(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereofthereof (including the final principal repayment installment on the Maturity Date) in the manner indicated by the Borrowerinverse order of maturity. Subject to Section 2.12, and such prepayments shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice to the Administrative Agent (which notice, in the case of a termination of the full amount of any Facility and prepayment of all Loans thereunder in connection therewith, may state that it is conditioned on the Borrower receiving proceeds of other financing, in which case such notice may be revoked by the Borrower (by providing notice to the Administrative Agent) if such financing is not received by the Borrower on or prior to the proposed termination date of the applicable Facility and prepayment of all Loans thereunder in connection therewith), 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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 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 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of ‑54‑ $2,500,000 300,000 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 under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such LoansLoans and each Facility to which such prepayment shall apply (and if multiple Facilities are specified, the allocation among such Facilities); provided that any prepayment made during the continuance of an Event of Default shall be allocated among the Facilities on a pro rata basis. The Administrative Agent will promptly notify each applicable 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 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 2.172.19, each such prepayment pursuant to this Section 2.05(a) shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower Borrowers may, upon notice to the Administrative AgentAgent by the Borrowers, at any time or from time to time voluntarily prepay Term Loans and any Class or Classes of Revolving Credit Loans of any Class or Classes in whole or in part without premium or penaltypenalty (other than as required by Section 3.05); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:30 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Eurocurrency RateTerm SOFR Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Eurocurrency RateTerm SOFR Loans shall be in a minimum principal amount of $5,000,000 1,000,000, or a whole multiple of $1,000,000 500,000 in excess thereofthereof or, in each case, if less, the entire principal amount thereof then outstanding; and (C3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $2,500,000 500,000 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 Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. Any prepayment of a Eurodollar Rate Eurocurrency RateTerm SOFR 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 2.17, In the case of each such prepayment of the Loans pursuant to this Section 2.05(a), the Borrowers may in its sole discretion select the Class or Classes of Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares or other applicable share provided for under this Agreement; provided that optional prepayments shall be applied (i) first, to accrued interest on the amount of Revolving Credit Loans prepaid, and (ii) second, to the outstanding principal amount of any class of Revolving Credit Loans. Notwithstanding anything to the contrary in this Agreement, (x) after any Extension, the Borrower may voluntarily prepay any Borrowing of any Class of non-extended Revolving Credit Loans (and terminate the related Revolving Credit Commitment) pursuant to which the related Extension Offer was made or may voluntarily prepay any Borrowing of any Extended Revolving Credit Loans (and terminate the related Extended Revolving Credit Commitment) pursuant to which the related Extension Offer was made without any obligation to voluntarily prepay the corresponding non-extended Revolving Credit Loans and (y) after the incurrence or issuance of any Revolving Credit Loans pursuant to any Incremental Revolving Credit Commitments, the Borrower may voluntarily prepay (and terminate the related Commitment with respect to) any Borrowing of any other Revolving Credit Loans without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) any Class of Loans issued under any Incremental Revolving Credit Commitments, or may voluntarily prepay (and terminate the related Commitment with respect to) any Borrowing of any Class of Loans issued under any Incremental Revolving Credit Commitments without any obligation to voluntarily prepay (or terminate the related Commitment with respect to) any Revolving Credit Loans.

Optional. (i) The Each Borrower may, upon notice from the Company to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit 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 12:00 p.m. 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, 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 (2C) on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of the Alternative Currency Equivalent of $1,000,000 or a whole multiple of the Alternative Currency Equivalent of $500,000 in excess thereof; and (iv) 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 Committed Loans under each Facility 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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 such notice is given in connection with a refinancing of all Obligations (other than contingent indemnification obligations), such notice may be conditional on the effectiveness of the replacement credit agreement or other similar document and may be revoked by the Company if such condition is not satisfied. 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 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) clause shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) thereof in the manner indicated by the Borrower, and inverse order of maturity. Each such prepayment shall be applied to the Committed Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 1:00 p.m. (1New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Eurocurrency 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; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 1,000,000 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 Class(es) and Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate more than one Class of Loans are is to be prepaid, the Interest Period(s) amount of such Loansprepayment applicable to each Class. The Administrative Agent will promptly notify each applicable Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment; provided that any prepayment (based on such Lender’s Applicable Percentage in respect of Revolving Credit Loans within 20 Business Days of the relevant Facility)Maturity Date of the Original Maturity Revolving Credit Facility shall be prepayments of Extended Maturity Revolving Credit Loans. 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 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 2.17, each such Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied paid to the Appropriate Lenders in accordance with their respective Facilities (includingPro Rata Shares and shall be allocated among the Borrower and the Subsidiary Borrowers pro rata in accordance with their then-outstanding Designated Amounts except as otherwise specified by the Borrower in writing. For the avoidance of doubt, the Borrower may voluntarily prepay at its discretion Term Loans of any Class without a pro rata prepayment of Term Loans of any other Class. In the event that, on or prior to the first anniversary of the RestatementFirst Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Applicable RateEffective Yield with respect to the Term FacilityB-4 Loans (other than the replacement of Term B-4 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-4 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having lower applicable rates (after giving effect to any premiums, upfront or similar fees or original issue discount paid on such new term loans) than the Applicable Ratea lower Effective Yield than the Effective Yield for the Term B-4 Loans as of the RestatementFirst Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-4 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal repayment installments thereof) in amount of Term B-4 Loans outstanding on the manner indicated by effective date of such amendment, amendment and restatement or modification or that are repaidprepaid or refinanced, as applicable (including, for the Borroweravoidance of doubt, the Term B-4 Loans of each Term B-4 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and to is replaced as a Non-Consenting Lender under Section 3.07). Notwithstanding the foregoing, the Borrower may not prepay Term B-4 Loans or any Extended Term Loans unless such prepayment is accompanied by a pro rata prepayment of Term B-2 Loans or Term Loans of the Lenders Class from which such Extended Term Loans were converted (or such Term Loans of such Class have otherwise been repaid in full); provided that, for the avoidance of doubt, the Borrower may prepay Term Loans other than Term B-4 Loans without a pro rata prepayment of the Term B-4 Loans, and may prepay Term Loans of another Class from which Extended Term Loans may be converted without a pro rata prepayment of such Extended Term Loans. In the event that, on or prior to the first anniversary of the Restatement EffectiveFirst Amendment Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Applicable RateEffective Yield with respect to the Term B-5 Loans (other than the replacement of Term B-5 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-5 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having lower applicable rates (after giving effect to any premiums, upfront or similar fees or original issue discount paid on such new term loans) than the Applicable Ratea lower Effective Yield than the Effective Yield for the Term B-5 Loans as of the RestatementFirst Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-5 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-5 Loans outstanding on the effective date of such amendment, amendment and restatement or modification or that are repaidprepaid or refinanced, as applicable (including, for the avoidance of doubt, the Term B-5 Loans of each Term B-5 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07). Notwithstanding the foregoing, the Borrower may not prepay Term B-5 Loans or any Extended Term Loans unless such prepayment is accompanied by a pro rata prepayment of Term B-2 Loans or Term Loans of the Class from which such Extended Term Loans were converted (or such Term Loans of such Class have otherwise been repaid in full); provided that, for the avoidance of doubt, the Borrower may prepay Term Loans other than Term B-5 Loans without a pro rata prepayment of the Term B-5 Loans, and may prepay Term Loans of another Class from which Extended Term Loans may be converted without a pro rata prepayment of such Extended Term Loans. In the event that, on or prior to the first anniversary of the First Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement which reduces the Effective Yield with respect to the Term B-6 Loans (other than the replacement of Term B-6 Loans with Extended Term Loans) or any optional prepayment or refinancing of the Term B-6 Loans (other than a refinancing in full of all of the Facilities) with proceeds of the substantially concurrent incurrence of, or by way of a substantially concurrent conversion into, new term loans having a lower Effective Yield than the Effective Yield for the Term B-6 Loans as of the First Amendment Effective Date in a transaction the primary purpose of which is to reduce the Effective Yield with respect to the Term B-6 Loans, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to 1.0% of the principal amount of Term B-6 Loans outstanding on the effective date of such amendment or that are prepaid or refinanced, as applicable Facility in accordance with their respective Applicable Percentages(including, for the avoidance of doubt, the Term B-6 Loans of each Term B-6 Lender that withholds its consent to such amendment, amendment and restatement or modification, as the case may be, and is replaced as a Non-Consenting Lender under Section 3.07).

Optional. (ivii) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Tranche A Term Loans, Tranche B Term Loans and Revolving Credit 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 12:00 p.m. (1) 12:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) 11:00 a.m. on the date of prepayment of Base Rate Loans; (B) 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 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 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 2.17, each such Each prepayment of the outstanding Tranche A Term Loans or Tranche B Term Loans pursuant to this Section 2.05(a) shall be applied to as directed by the respective Facilities (including, with respect to the Term Facility, Borrower to the principal repayment installments thereof) in the manner indicated by the Borrower, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans Advances in whole or in part without premium or penalty; provided that 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 12:00 p.m. P.M. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Advances and (2) on the date of prepayment of Base Rate LoansAdvances; and (B) any prepayment of Eurodollar Rate Loans Advances shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $100,000 500,000 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 under each Facility Advances to be prepaid and, if Eurodollar Rate Loans Advances are to be prepaid, the Interest Period(s) of such LoansAdvances. The Administrative Agent will promptly notify each applicable Lender Party of its receipt of each such notice, and of the amount of such LenderLender Party’s ratable portion of such prepayment (based on such LenderLender Party’s Applicable Percentage pro rata share 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; provided, that any notice of prepayment may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or other transactions, in which case such notice may (subject to compliance by the Borrower with the requirements of Section 2.11) be revoked by the Borrower (by notice to Administrative Agent on or prior to the specified effective date) if such condition is not 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 3.052.11 and Section 10.04(c). Subject to Section 2.17, each such Each prepayment of the outstanding Term Advances pursuant to this Section 2.05(a2.07(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in of the manner indicated Term Facility as directed by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages.

Optional. (i) The Subject to Section 4.4, the Borrower may, upon written notice to the Administrative AgentAgent pursuant to a delivery to the Agent of a Notice of Loan Prepayment, prepay any Loan 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 (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent (which, subject to Section 4.4, may be conditioned upon closing of another transaction or the occurrence of another event) and be received by the Administrative Agent not later than 12:00 1:00 p.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar any Term SOFR Rate Loans, (B) one (1) Business Day prior to any date of prepayment of any Daily SOFR Rate Loans and (2C) on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Term SOFR Rate Loans or Daily SOFR Rate 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; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 ratable portion Commitment Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)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. Any prepayment of a Eurodollar Rate any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any Term SOFR Rate Loan, any additional amounts required pursuant to Section 3.054.04. Subject to Section 2.173.10, each such prepayment pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesCommitment Percentage.

Optional. (i) The Subject to Section 2.05(c), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay Term Loans and Revolving Credit 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 (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer and be received by the Administrative Agent not later than 12:00 p.m. 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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 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 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 2.17, each such Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated thereof as directed by the Borrower, and subject to Section 2.15, each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of the Facility.

Optional. (i) The Subject to the Intercreditor Agreement and the last sentence of this Section 2.03(a), the Borrower may, upon notice 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 penaltypart; provided that (A) for any such prepayments made prior to the first annual anniversary of the Closing Date, the Borrower shall pay to the Administrative Agent, for the benefit of all Lenders, a prepayment premium of 1.0% of the principal amount of the Loans so prepaid; (B) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 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; (BC) 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; and (CD) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). 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 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 2.17, each such Each prepayment of the outstanding Loans pursuant to this Section 2.05(a2.03(a) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated thereof as directed by the Borrower, and . Each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Facility pursuant to this Section 2.03(a) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The Subject to Section 2.04(a)(ii) and the last sentence of this Section 2.04(a)(i), the Borrower may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.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 prepayment of Eurodollar 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; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 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 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 2.172.14, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a2.04(a)(i) shall be applied to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrowerthereof on a pro-rata basis, and such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Facility pursuant to this Section 2.04(a)(i) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The Borrower Borrowers may, subject to Section 2.05(a)(iii), upon notice to the Administrative AgentAgent by the Borrowers, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty; provided that 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 12:00 p.m. 11:30 a.m. (1) three two Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (unless otherwise agreed by the Administrative Agent) or (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate 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 thereofthereof or, in each case, is less, the entire principal amount thereof then outstanding; and (C) any prepayment of Base Rate Loans shall be in a minimum principal amount of $2,500,000 1,000,000 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 Class(es) and Type(s) of Loans under each Facility 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 Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share or other applicable share provided for under this Agreement of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility)prepayment. If such notice is given by the a Borrower, the subject to Section 2.05(a)(iii), such 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 Eurodollar Eurocurrency Rate Loan shall be be, as set forth in Section 2.05(c), accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.10. Subject to Section 2.17Each prepayment of the principal of, and interest on, any Revolving Credit Loans shall be made in the relevant Available Currency. In the case of each such prepayment of the Loans pursuant to this Section 2.05(a) ), a Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Appropriate Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPro Rata Shares or other applicable share provided for under this Agreement.

Optional. (i) The Borrower Borrowers may, upon notice 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 (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 12:00 p.m. 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Libor Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Libor Rate Loans shall be in a principal amount of $5,000,000 100,000 or a whole multiple of $1,000,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding or as otherwise may be agreed by the Administrative Agent. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Libor 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 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 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. Any prepayment of a Eurodollar Libor Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.05 to the extent the Borrowers have been made aware of such amounts at the time of the prepayment. Subject to Section 2.17, each such Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied first to the Term Facility ratably to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and each such prepayment shall be paid to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of each of the relevant Facilities. No voluntary prepayment of any Revolving Credit Loans shall result in the reduction of the Revolving Credit Commitment unless requested by the Borrowers pursuant to Section 2.06(a) hereof.

Optional. (i) The Borrower maymay at any time and from time to time, upon notice 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 any prepayment of Loans pursuant to this Section 2.03 made on or prior to the second anniversary of the Closing Date shall be accompanied by a premium equal to (i) in the case of any such prepayment on or prior to the first anniversary of the Closing Date, 2.0% of the aggregate principal amount so prepaid and (ii) in the case of any such prepayment after the first anniversary of the Closing Date but on or prior to the second anniversary of the Closing Date, 1.0% of the aggregate principal amount so prepaid; provided, further 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 12:00 p.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 prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 1,000,000 or a whole multiple of $1,000,000 500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $2,500,000 500,000 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 under each Facility 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant FacilityPercentage). 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 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 2.17, each such Each prepayment of the outstanding Loans pursuant to this Section 2.05(a) shall be applied paid to the respective Facilities (including, with respect to the Term Facility, to the principal repayment installments thereof) in the manner indicated by the Borrower, and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable PercentagesPercentages in respect of the Facility.