Common use of Optional and Mandatory Prepayments Clause in Contracts

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to it, in whole or in part, without premium or penalty; provided that such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty; provided that such , by giving irrevocable written notice must be received by (or telephonic notice promptly confirmed in writing) to the Administrative Agent not no later than (i) 1:00 p.m. in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Loans and such prepayment, (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansany Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of prepaymenteach Borrowing or portion thereof to be prepaid. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the foregoinglast day of an Interest Period applicable thereto, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans also pay all amounts required pursuant to this subsection shall be applied to the respective installments Section 2.20. Each partial prepayment of principal thereof as directed by the Borrower in its prepayment notice any Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a principal amount Revolving Borrowing of $1,000,000 the same Type pursuant to Section 2.2 or in the case of a whole multiple Swingline Loan pursuant to Section 2.5. Each prepayment of $500,000 in excess thereofa Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional and Mandatory Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower may to the Agent, at any time and or from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time voluntarily prepay the Loans made to itoutstanding amount of the Term Loan, in whole or in part, without premium or penaltytogether with the Applicable Premium in respect of the principal amount so prepaid; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (iA) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans the Term Loan, and (ii) 1:00 p.m. on any prepayment shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, or, if less, the date entire principal amount of prepayment of Base Rate Loansthe Term Loan then outstanding. Each such notice shall specify, in the case of any prepayment of Loans, specify the date and amount of such prepayment. Upon the receipt of any such notice the Administrative The Agent shall will promptly notify each affected Lender thereofof its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If any such notice is givengiven by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (if . Any prepayment of a Eurocurrency LIBOR Rate Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if Each such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal outstanding amount of $1,000,000 or a whole multiple the Term Loan of $500,000 the Lenders in excess thereofaccordance with their respective Applicable Percentages.

Optional and Mandatory Prepayments. (a) The Borrower Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itLoans, in whole or in part, subject to Subsection 4.12, without premium or penalty; provided that , upon notice by the Borrower Representative to the Administrative Agent prior to 1:00 P.M., New York City time at least three (3) Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment (in the case of Base Rate Eurodollar Loans), prior to 12:00 P.M., New York City time at least one Business Day (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of ABR Loans other than Swingline Loans) or same-day notice by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars). Each such Such notice shall be irrevocable except as provided in Subsection 4.4(g). Such notice shall specify, in the case of any prepayment of Loans, the date and amount of prepaymentprepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans or ABR Loans, or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoingSubsection 4.12, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of Revolving Credit Loans and the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans Reimbursement Obligations pursuant to this subsection Section shall (unless the Parent Borrower otherwise directs) be applied applied, first, to payment of the respective installments Swingline Loans then outstanding, and second, to payment of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election Revolving Credit Loans then outstanding, and discretion)third, to payment of any Reimbursement Obligations then outstanding. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple of $500,000 1,000,000, as applicable, provided that, notwithstanding the foregoing, any Loan may be prepaid in excess thereofits entirety.

Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itLoans, in whole or in part, without premium or penalty; provided that such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three , upon at least one Business Days prior irrevocable notice to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, Agent in the case of any a prepayment of the Revolving Credit Loans and at least five Business Days prior irrevocable notice to the Agent and the holders of the Term Loans in the case of a prepayment of the Term Loans, specifying the date and amount of prepayment, the Class of Loan being prepaid and whether the prepayment is of Eurodollar Loans, Base Rate Loans, or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and Section 3.13 and, in the case of prepayments of the Term Loans, accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing Prepayments of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Revolving Credit Loans pursuant to this subsection 3.7(a) shall be applied to not reduce the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Revolving Credit Commitments. Partial prepayments pursuant to this subsection 4.2(a) shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof. Partial prepayments of Term Loans pursuant to this subsection 3.7(a) shall be applied (x) pro rata (based on outstanding principal amount) to the Tranche A Term Loans and the Tranche B Term Loans and (y) pro rata to the respective then remaining principal installments thereof. Each prepayment pursuant to this subsection 3.7(a) of Loans that are Eurodollar Loans shall be accompanied by accrued and unpaid interest on the amount prepaid.

Optional and Mandatory Prepayments. (a) The Borrower may Company may, subject to subsection 2.16, at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Committed Rate Loans made to itand/or the Swing Line Loans then outstanding, in whole or in part, without premium or penalty; provided that such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. , and upon at least three Business Days prior Days' irrevocable notice to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specifyAgent, in the case of any prepayment of Eurodollar Loans, upon at least two Business Days' irrevocable notice to the Agent, in the case of C/D Rate Loans and upon irrevocable notice to the Agent not later than 12:00 Noon, New York City time, on the date of such prepayment, in the case of ABR Loans, each such notice to specify (i) the date and amount of such prepayment, (ii) whether the prepayment is of Eurodollar Loans, ABR Loans, C/D Rate Loans, or a combination thereof, and, if of a combination thereof, the principal amount of prepayment allocable to each and (iii) the original principal amount of the Swing Line Loan, Swing Line Loans, Committed Rate Loan or Committed Rate Loans which are to be prepaid and the date or dates such Swing Line Loan, Swing Line Loans, Committed Rate Loan or Committed Rate Loans were made, provided that the Company may not both prepay ABR Loans under this subsection 2.6(a) and borrow ABR Loans under subsection 2.1 or 2.23 on the same day. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount Company will make the prepayment specified in therein, together with any amounts payable pursuant to subsection 2.16, and such notice prepayment, together with such amounts payable pursuant to subsection 2.16, shall be due and payable on the date specified therein, together (in the case of Eurodollar Loans or C/D Rate Loans) with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of Each partial prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice paragraph (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aa) shall be in a principal an amount of equal to $1,000,000 2,500,000 or a greater whole multiple of $500,000 1,000,000; provided, that unless the Eurodollar Loans or C/D Rate Loans comprising any Tranche are prepaid in excess thereoffull, no prepayment shall be made in respect of Eurodollar Loans or C/D Rate Loans if, after giving effect to such prepayment, the aggregate principal amount of the Loans comprising any Tranche shall be less than $5,000,000.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, it in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , upon at least three Business Days’ irrevocable notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans, ). Such notice shall specify the date and amount of prepaymentprepayment and, whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each, and the allocation of such prepayment among each Tranche of Term Loans. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding Any such notice may state that such notice is conditioned upon the foregoingoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower may rescind (by written notice to the Administrative Agent on or postpone any notice of prepayment under this subsection 4.2(aprior to the specified effective date) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall condition is not have been consummated or shall have otherwise been delayed. satisfied.Partial prepayments of the Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple 1.0 million; provided that, notwithstanding the foregoing, theany Tranche of $500,000 Term Loans may be prepaid in excess thereoftheirits entirety.

Optional and Mandatory Prepayments. (a) The Subject to Section ---------------------------------- ------- 2.19, the Borrower may may, at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itLoans, in ---- whole or in part, without premium or penalty; provided that such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. , upon at least three Business Days prior to any date of prepayment of Eurocurrency Loans and Days' (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any Eurodollar Loans) irrevocable written notice or upon irrevocable written notice on the Business Day of such prepayment of Loans(otherwise) to the Agent, specifying the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (amounts, if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts any, payable pursuant to subsection 4.10 and Section 2.19, (except in the case of Revolving Credit Loans which are Alternate ------------ Base Rate Loans) accrued interest to such date on the amount prepaid. Notwithstanding the foregoingprepaid and any outstanding fees and expenses, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loansany, which refinancing shall not have been consummated or shall have otherwise been delayedthen due and owing. Partial prepayments of the Revolving Credit Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its prepayment written notice (as determined at to the Borrower’s sole election and discretion)Agent. Partial prepayments pursuant of the Term Loans shall be applied first, pro rata, to this subsection 4.2(a) all scheduled installments of ----- principal of the Term Loans and second, if the Term Loans have been repaid in ------ full, to the Revolving Credit Loans (with a concomitant reduction in the Revolving Credit Commitments); provided that any optional prepayment of the -------- Revolving Credit Loans shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in a written notice to the Agent. Amounts prepaid on account of the Term Loans or to reduce the Revolving Credit Commitments may not be reborrowed. Partial prepayments shall be in a an aggregate principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty; provided that such , by giving irrevocable written notice must be received by (or telephonic notice promptly confirmed in writing) to the Administrative Agent not no later than (i) 1:00 in the case of prepayment of any Eurodollar Borrowing, 2:00 p.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Loans and such prepayment, (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansany Base Rate Borrowing, 12:00 noon on the date of such prepayment, (iii) in the case of Swingline Borrowings, prior to 2:00 p.m. on the date of such prepayment and (iv) in the case of payments in any Acceptable Currency other than Dollars, no later than 11:00 a.m. (at the office of the Administrative Agent’s account for payments in such currency) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment, the date and principal amount of prepaymenteach Borrowing or portion thereof to be prepaid. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the foregoinglast day of an Interest Period applicable thereto, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans also pay all amounts required pursuant to this subsection shall be applied to the respective installments Section 2.20. Each partial prepayment of principal thereof as directed by the Borrower in its prepayment notice any Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. If the Borrower does not, or is unable for any reason to, effect payment to any Issuing Bank or Lenders in the applicable currency or if the Borrower shall default in the payment when due of any payment in such currency, such Issuing Bank or Lenders may, at their option, require such payment to be made to such Issuing Bank or Lenders in the Dollar Equivalent of such currency determined in accordance with Section 10.16. With respect to any amount due and payable in Euros, Pounds, Australian Dollars or other Acceptable Currencies, the Borrower agrees to hold the Issuing Banks and the Lenders harmless from any losses, if any, that are actually incurred by the Issuing Banks and the Lenders arising from any change in the value of Dollars in relation to such currency between the date such payment became due and the date of payment thereof (other than losses incurred by any such Issuing Bank or Lender due to the gross negligence or willful misconduct of such Issuing Bank or Lender). Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofinstallments as specified by the Borrower.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, it in whole or in part, without premium or penalty; penalty (except as provided that in subsection 3.4(g)), upon written notice (in substantially the form attached hereto as Exhibit E (or such notice must other form reasonably acceptable to the Administrative Agent)) by the Borrower to the Administrative Agent (x) prior to 1:00 P.M., New York City time at least three U.S. Government Securities Business Days (or such later time as may be received agreed by the Administrative Agent not later than in its reasonable discretion) prior to the date of prepayment (iin the case of SOFR Loans), or (y) prior to 1:00 p.m. three P.M., New York City time at least two Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, (in the case of any prepayment of ABR Loans, ). Such notice shall specify the date and amount of prepayment, whether the prepayment is of SOFR Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each, the applicable Tranche being repaid and, if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or extended by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Term Loans pursuant to this subsection 3.4(a) shall be applied on a pro rata basis to the respective installments of principal thereof as directed by of such Term Loans in the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)reverse order of maturity. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in a principal amount multiples of $1,000,000 1.0 million; provided that, notwithstanding the foregoing, any Tranche of Term Loans may be prepaid in its entirety. Each prepayment of Initial Term Loans and Delayed Draw Term Loans pursuant to this subsection 3.4(a) made on or a whole multiple prior to the third anniversary after the Closing Date shall be accompanied by the payment of $500,000 in excess thereofthe premium required by subsection 3.4(g).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, it in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , upon at least three Business Days’ irrevocable notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans, ). Such notice shall specify the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple of $500,000 1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be prepaid in excess thereoftheir entirety.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty; provided that such , by giving irrevocable written notice must be received by (or telephonic notice promptly confirmed in writing) to the Administrative Agent not no later than (i) 1:00 p.m. in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Loans and such prepayment, (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansany Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of prepaymenteach Borrowing or portion thereof to be prepaid. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the foregoinglast day of an Interest Period applicable thereto, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans also pay all amounts required pursuant to this subsection shall be applied to the respective installments Section 2.20. Each partial prepayment of principal thereof as directed by the Borrower in its prepayment notice any Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type 29 pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofinstallments as specified by the Borrower.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, it in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , upon at least three Business Days’ notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans, ). Such notice shall specify the date and amount of prepayment, whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each, and the allocation of such prepayment among each Tranche of Term Loans. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding Any such notice may state that such notice is conditioned upon the foregoingoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower may rescind (by written notice to the Administrative Agent on or postpone any notice of prepayment under this subsection 4.2(aprior to the specified effective date) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall condition is not have been consummated or shall have otherwise been delayedsatisfied. Partial prepayments of the Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple 1.0 million; provided that, notwithstanding the foregoing, any Tranche of $500,000 Term Loans may be prepaid in excess thereofits entirety.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, it in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , in each case upon at least three Business Days’ notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment Eurocurrency Loans), and at least one Business Day’s notice by the Borrower to the Administrative Agent (in the case of ABR Loans, ).. Such notice shall specify the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. Notwithstanding anything in this subsection 3.4(a) to the contrary, if on or prior to the date that is six months after the First Amendment Effective Date the Borrower makes an optional prepayment of the Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of $1,000,000 Term Loans being prepaid. If, on or prior to the date that is six months after the First Amendment Effective Date, the Borrower effects an amendment of this Agreement that results in a whole multiple Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of $500,000 each Lender, a fee equal to 1.0% of the aggregate principal amount of Term Loans of such Lender outstanding immediately prior to the date of effectiveness of such Amendment. Notwithstanding anything in excess thereofthis subsection 3.4(a) to the contrary, if on or prior to the date that is six months after the Second Amendment Effective Date the Borrower makes an optional prepayment of the Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of Term Loans being prepaid. If, on or prior to the date that is six months after the Second Amendment Effective Date, the Borrower effects an amendment of this Agreement that results in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a fee equal to 1.0% of the aggregate principal amount of Term Loans of such Lender outstanding immediately prior to the date of effectiveness of such Amendment.

Optional and Mandatory Prepayments. (a) The Borrower Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Eurodollar Loans made to itand Revolving Offshore Loans, in whole or in part, without premium or penalty; provided that penalty except as specified in subsection 5.15, upon at least four Banking Days' irrevocable notice to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, Revolving Offshore Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. The Borrowers may at any time and from time to time prepay Base Rate Loans and Swing Line Loans, in whole or in part, without premium or penalty upon, in the case of Base Rate Loans, at least one Banking Day's irrevocable notice (which notice must be received by the 47 41 Administrative Agent prior to 8:30 A.M., San Francisco time, on such Banking Day) and in the case of Swing Line Loans on same day notice (which notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. 11:00 A.M., San Francisco time, on the date of prepayment of Base Rate Loans. Each such notice shall specifyrepayment) to the Administrative Agent, in the case of any prepayment of Loans, specifying the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender and, if such notice relates to a prepayment of Revolving Offshore Loans, the European Payment Agent thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at with, in the end case of the Interest Period applicable thereto) Eurodollar Loans and Offshore Currency Loans, any amounts payable pursuant to subsection 4.10 5.15 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Term Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by ratably in accordance with the Borrower in its prepayment notice (as determined at then remaining amounts thereof. Amounts prepaid on account of the Borrower’s sole election and discretion)Term Loans may not be reborrowed. Partial prepayments pursuant to this subsection 4.2(a) of Eurodollar Loans, Revolving Offshore Loans and Base Rate Loans shall be in a principal amount amount, as to each such Type of Loan, of $1,000,000 5,000,000 (or the Offshore Currency Equivalent thereof, in the case of Revolving Offshore Loans) or a whole multiple of $500,000 1,000,000 (or 1,000,000 units in the relevant Eligible Offshore Currency, in the case of Revolving Offshore Loans) in excess thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $500,000 or a whole multiple of $50,000 in excess thereof. Revolving Loans may not be prepaid if any Swing Line Loans are outstanding at such time.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to subsection 3.12, without premium or penalty; provided that , upon notice by the Borrower to the Administrative Agent at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans Term SOFR Loans), and prior to 2:00 P.M., New York City time (iior such later time as may be agreed by the Administrative Agent in its reasonable discretion) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, (in the case of any prepayment of ABR Loans, ). Such notice shall specify (i) the date and amount of prepayment, (ii) the Tranche or Tranches of Loans to be prepaid (and, if more than one Tranche is to be prepaid, the allocation of such prepayment among such Tranches), and (iii) whether the prepayment is of Term SOFR Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Term SOFR Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Initial Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of $1,000,000 Initial Term Loans being prepaid. If at any time after the SeventhThirteenth Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the InitialRepriced B-2021 Term Loans pursuant to a whole multiple Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of $500,000 each Lender of InitialRepriced B-2021 Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of InitialRepriced B-2021 Term Loans being prepaid. If at any time after the SixthThirteenth Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in excess full of the IncrementalReplacement B-2019-2024 Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of IncrementalReplacement B-2019-2024 Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of IncrementalReplacement B-2019-2024 Term Loans being prepaid. If at any time after the Twelfth Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Incremental B-2021 Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Incremental B-2021 Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Incremental B-2021 Term Loans being prepaid. If at any time after the SeventhThirteenth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of InitialRepriced B-2021 Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the InitialRepriced B-2021 Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the InitialRepriced B-2021 Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h). If at any time after the SixthThirteenth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of IncrementalReplacement B-2019-2024 Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the IncrementalReplacement B-2019-2024 Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the IncrementalReplacement B-2019-2024 Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h). If at any time after the Twelfth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Incremental B-2021 Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Incremental B-2021 Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the Incremental B-2021 Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that such in Subsection 4.5(b)), upon notice must be received by the Borrower to the Administrative Agent not later than (i) prior to 1:00 p.m. P.M., New York City time three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment (in the case of Base Rate Eurodollar Loans), or prior to 1:00 P.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 500,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made on or prior to the second anniversary of the Closing Date in connection with a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 in excess thereofthe fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that such in Subsection 4.5(b)), upon notice must be received by the Borrower to the Administrative Agent not later than (i) prior to 1:00 p.m. P.M., New York City time three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment (in the case of Base Rate Eurodollar Loans), or prior to 12:00 P.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 1.0 million; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made on or prior to the first anniversary of the Closing Date in connection with a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 in excess thereofthe fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that in Subsection 4.5(b)), upon notice by the Borrower to the Administrative Agent prior to 1:00 P.M., New York City time three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment (in the case of Base Rate Eurodollar Loans), or prior to 12:00 P.M., New York City time at least one Business Day (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to the date of prepayment (in the case of ABR Loans). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 1.0 million; provided, that notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made on or prior to the twelve-month anniversary of the Restatement Effective Date in connection with a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 in excess thereofthe fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to subsection 3.12, without premium or penalty; provided that , upon notice by the Borrower to the Administrative Agent at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans Loans), and prior to 2:00 P.M., New York City time (iior such later time as may be agreed by the Administrative Agent in its reasonable discretion) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, (in the case of any prepayment of ABR Loans, ). Such notice shall specify (i) the date and amount of prepayment, (ii) the Tranche or Tranches of Loans to be prepaid (and, if more than one Tranche is to be prepaid, the allocation of such prepayment among such Tranches), and (iii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Initial Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of $1,000,000 Initial Term Loans being prepaid. If at any time after the Seventh Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a whole multiple Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of $500,000 each Lender of Initial Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Initial Term Loans being prepaid. If at any time after the Sixth Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in excess thereof.full of the Incremental B-2019 Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Incremental B-2019 Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Incremental B-2019 Term Loans being prepaid. If at any time after the Seventh Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Initial Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to

Optional and Mandatory Prepayments. (a) If at any time the aggregate unpaid principal amount of the Revolving Loan exceeds the Commitment, the Borrower shall immediately make a payment in an amount sufficient to reduce such aggregate unpaid principal amount to an amount that is not greater than the Commitment, provided that such prepayment shall be in addition to, not in lieu of, the provisions of the “Collateral Maintenance” section in these Basic Terms. Upon such prepayment by the Borrower, the Lender shall advise the Borrower of, and the Borrower shall immediately pay to the Lender, accrued and unpaid interest at the interest rate set forth herein on the amount of such prepayment of the Revolving Loan to the date of such prepayment. Each prepayment made hereunder shall be applied by the Lender to repayment of the Revolving Loan in such order as the Lender in its sole and absolute discretion shall select. The Borrower may prepay all or any part of the Revolving Loan (other than any LIBO Rate Loan or SWAP Rate Loan) upon at any time and from time to time, upon least two (2) Business Days’ prior written notice to the Administrative Agent pursuant to delivery to Lender, stating the Administrative Agent proposed date and principal amount of a Notice of Loan Prepayment, prepay the Loans made to it, in whole or in partsuch prepayment, without premium or penalty; provided that such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior , together with accrued interest to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of such prepayment of Base on the principal amount prepaid. The Borrower may prepay any LIBO Rate Loans. Each such Loan or SWAP Rate Loan upon at least five (5) Business Days’ prior written notice shall specifyto the Lender, in stating the case of any prepayment of Loans, the proposed date and principal amount of the prepayment. Upon If the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the Borrower shall prepay such outstanding principal amount specified in of such notice shall be due and payable on the date specified thereinLIBO Rate Loan or SWAP Rate Loan, together with (if a) a Eurocurrency Loan is Prepayment Premium on the principal amount prepaid other than at the end of the Interest Period applicable theretoand (b) any amounts payable pursuant to subsection 4.10 and accrued interest to the date of such date prepayment on the principal amount prepaid. Notwithstanding All calculations and determinations by the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing Lender of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments amount of the Loans pursuant to this subsection Prepayment Premium, if made in accordance with its then standard procedures for so calculating or determining such amount, shall be applied to conclusive absent manifest arithmetic error. Each prepayment of the respective installments of principal thereof as directed by the Borrower in its prepayment notice Revolving Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than any LIBO Rate Loan or SWAP Rate Loan) made hereunder shall be in a minimum principal amount of $1,000,000 or a whole 100,000.00 and an integral multiple of $500,000 100,000.00 in excess thereof. Each prepayment of LIBO Rate Loans or SWAP Rate Loans made hereunder shall be in a minimum principal amount of $500,000.00 and an integral multiple of $100,000.00 in excess thereof. If any prepayment is received by the Lender after 1:00 p.m. (Eastern Time) or on any day other than a Business Day, such prepayment shall be deemed to have been made on the next succeeding Business Day.

Optional and Mandatory Prepayments. (a) The Borrower Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to itthem, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that in Subsection 4.5(b)), upon notice by the Borrower Representative to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans and (ii) 1:00 p.m. Term SOFR Loans), or prior to 2:00 P.M., New York City time on the date of prepayment (in the case of Base Rate ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Term SOFR Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Term SOFR Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is twelve months after the Closing Date in an amount equal to the Net Cash Proceeds received by the Parent Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing incurred in a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 in excess thereofthe fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to itthem, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that in Subsection 4.5(b)), upon notice by the Borrower Representative to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans and (ii) 1:00 p.m. Eurodollar Loans), or prior to 2:00 P.M., New York City time on the date of prepayment (in the case of Base Rate ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is six months after the Closing Date with the proceeds of Indebtednessin an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing incurred in a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 in excess thereofthe fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , upon at least three Business Days’ notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans, ). Such notice shall specify (i) the date and amount of prepayment, and (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple of $500,000 1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in excess thereofits entirety.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans under any Term Loan Facility made to it, it in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , in each case upon at least three Business Days’ notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment Eurocurrency Loans), and at least one Business Day’s notice by the Borrower to the Administrative Agent (in the case of ABR Loans). Such notice shall specify the applicable Term Loan facility and/or Tranche, the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender under the applicable Term Loan Facility thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. Notwithstanding anything in this subsection 3.4(a) to the contrary, if on or prior to the date that is six months after the FourthFifth Amendment Effective Date the Borrower makes an optional prepayment of the applicable Term B-2 Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each appplicable Lender, a prepayment premium of 1.0% of the aggregate principal amount of $1,000,000 such Term B-2 Loans being prepaid. If, on or prior to the date that is six months after the FourthFifth Amendment Effective Date, the Borrower effects an amendment of this Agreement that results in a whole multiple Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of $500,000 in excess thereofeach applicable Term B-2 Lender, a fee equal to 1.0% of the aggregate principal amount of such Term Loans of such Lender outstanding immediately prior to the date of effectiveness of such Amendment.

Optional and Mandatory Prepayments. (a) The Each Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to it, in whole or in part, without premium or penalty; provided that such , upon at least one Business Day’s notice must be received by to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specifyAgent, in the case of any prepayment of Loans, specifying the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a an aggregate principal amount of at least $1,000,000 100,000. (b) If, at any time and from time to time, either (i) (x) for each Borrower other than Designated Borrowers, the Asset Coverage Ratio for such Borrower shall be less than 300%, or (y) for each Designated Borrower, the Asset Coverage Ratio shall be less than the Designated Borrower Asset Coverage Ratio Percentage for such Designated Borrower, or (ii) the aggregate amount of all borrowings of a whole multiple Borrower (including without limitation the Loans made to a Borrower) then outstanding exceeds the borrowing limits provided in such Borrower’s Prospectus; then in each case within three Business Days thereafter such Borrower shall repay Loans made to such Borrower to the extent necessary to ensure that (x) the Asset Coverage Ratio of $500,000 all borrowings of such Borrower after such payments is in excess thereofcompliance with applicable covenants concerning minimum Asset Coverage Ratios set forth in this Agreement and (y) the aggregate amount of all borrowings made to such Borrower then outstanding does not after such payments exceed such limits, as the case may be.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to subsection 3.12, without premium or penalty; provided that , upon notice by the Borrower to the Administrative Agent at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans Term SOFR Loans), and prior to 2:00 P.M., New York City time (iior such later time as may be agreed by the Administrative Agent in its reasonable discretion) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, (in the case of any prepayment of ABR Loans, ). Such notice shall specify (i) the date and amount of prepayment, (ii) the Tranche or Tranches of Loans to be prepaid (and, if more than one Tranche is to be prepaid, the allocation of such prepayment among such Tranches), and (iii) whether the prepayment is of Term SOFR Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Term SOFR Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Initial Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of $1,000,000 Initial Term Loans being prepaid. If at any time after the Seventh Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a whole multiple Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of $500,000 each Lender of Initial Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Initial Term Loans being prepaid. If at any time after the Sixth Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in excess full of the Incremental B-2019 Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Incremental B-2019 Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Incremental B-2019 Term Loans being prepaid. If at any time after the NinthEleventh Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Incremental B-2021 Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Incremental B-2021 Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Incremental B-2021 Term Loans being prepaid. If at any time after the Seventh Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Initial Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the Initial Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h). If at any time after the Sixth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Incremental B-2019 Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Incremental B-2019 Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the Incremental B-2019 Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h). If at any time after the NinthEleventh Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Incremental B-2021 Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Incremental B-2021 Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the Incremental B-2021 Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h).

Optional and Mandatory Prepayments. (a) The Borrower Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to itthem, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that in Subsection 4.5(b)), upon notice by the Borrower Representative to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans and (ii) 1:00 p.m. Eurodollar Loans), or prior to 2:00 P.M., New York City time on the date of prepayment (in the case of Base Rate ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is twelve months after the Closing Date in an amount equal to the Net Cash Proceeds received by the Parent Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing incurred in a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 in excess thereofthe fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itLoans, in whole or in part, without premium or penalty; penalty (except, with respect to Eurodollar Loans that are prepaid on a date other than the last day of the Interest Period with respect thereto, as provided that such under subsection 4.11), upon (i) in the case of prepayments of Eurodollar Loans, at least three Business Days' irrevocable notice must (which notice may be received given by telephone (to be promptly confirmed in writing, including by facsimile) to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. in the case of prepayments of ABR Loans (other than Swing Line Loans), irrevocable notice (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)) to the Administrative Agent prior to 11:30 A.M., New York City time, on the date of prepayment of Base Rate Loans. Each such notice shall specifyprepayment, in the each case of any prepayment of Loans, specifying the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and 4.11 in connection therewith and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing Amounts prepaid on account of the Loans, which refinancing shall Term Loans may not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be reborrowed and will be applied to the respective installments thereof in the scheduled order of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)maturity thereof. Partial prepayments pursuant to under this subsection 4.2(a4.1(a) shall be be, in a the case of Eurodollar Loans, in an aggregate principal amount of $1,000,000 10,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and in the case of ABR Loans, in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itTerm Loans, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that in Subsection 4.5(b)), upon notice by the Borrower to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans and (ii) 1:00 p.m. Eurodollar Loans), or prior to 2:00 P.M., New York City time on the date of prepayment (in the case of Base Rate ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non- occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal minimum amount of $1,000,000 or a whole multiple and integral multiples of $500,000 in excess thereof; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is six months after the Closing Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured term loan financing incurred in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower may Subject to Section 3.02, the Company may, at any time and or from time to time, upon time by irrevocable notice to the Administrative Agent pursuant Agent, not later than 11:00 a.m. (Houston time) (i) one Business Day prior to delivery a prepayment of any CD Loan, (ii) three Business Days prior to a prepayment of any Offshore Loan, or (iii) on the Administrative Agent Business Day of a Notice prepayment of Loan Prepaymentany Base Loan, ratably prepay the Loans made to it, in whole or in part, without premium in minimum amounts of $5,000,000 or penalty; provided that such any multiple of $1,000,000 in excess thereof. Such notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on shall specify the date and amount of prepayment such prepayment, whether the Loans to be prepaid are Revolving Loans or Swingline Loans, the Type(s) of Base Rate Loansany Loans to be prepaid and the specific Borrowing or Borrowings pursuant to which such Loans were made. Each such notice shall specifyThe Agent will promptly notify each Bank, in the case of any the prepayment of Revolving Loans, or the date and amount Swingline Bank, in the case of prepayment. Upon the prepayment of Swingline Loans, of its receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereofnotice, and of such Bank's Commitment Percentage of such prepayment, as applicable. If any such notice is givengiven by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to each such date on the amount prepaid. Notwithstanding of Offshore Loans prepaid.(b) Immediately upon the foregoingoccurrence of any Specified Transaction or at any time prior to the date that is 180 days after the date of consummation of such Specified Transaction, the Borrower Agent shall at the request of, and may rescind or postpone any with the consent of, the Majority Banks, in their sole and absolute discretion, (i) by notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of to the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans Company pursuant to this subsection shall be applied to Section 10.02, declare the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a outstanding principal amount of $1,000,000 all Loans, together with accrued interest, amounts payable pursuant to Section 3.02 and all other amounts outstanding hereunder, to be immediately due and payable, whereupon such amounts shall immediately be paid by the Company, and (ii) by notice to the Company pursuant to Section 10.02, declare the obligation of each Bank to make Loans, including the obligation of the Swingline Bank to make Swingline Loans, terminated, whereupon such obligations shall be terminated immediately.(c) On the date of any increase in the total Commitments pursuant to Section 2.06, the Company shall prepay all Revolving Loans outstanding on such date, together with accrued interest thereon and amounts payable pursuant to Section 3.02; provided, however, that, notwithstanding the foregoing sentence, if after giving effect to such an increase in the total Commitments there are no new Banks hereunder and the Commitment Percentage of each Bank is unchanged from its Commitment Percentage immediately prior to such increase, then the Company shall not be required to prepay any Revolving Loans and related amounts outstanding on such date.(d) Any mandatory prepayment under subsection (b) or a whole multiple (c) of $500,000 this Section shall be made by the Company without presentment, demand, protest or other notice of any kind, except as provided in excess thereof.subsection (b), all of which are expressly waived by the Company.2.10

Optional and Mandatory Prepayments. (a) The Parent Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itit and, in accordance with Section 3.5, the Reimbursement Amounts in respect of Letters of Credit issued for its account, in whole or in part, subject to Section 4.12, without premium or penalty; provided that such , upon at least three Business Days’ notice must be received by the Parent Borrower to the Administrative Agent not later than (iin the case of (x) 1:00 p.m. three Eurocurrency Loans outstanding and (y) Reimbursement Amounts outstanding in the Designated Foreign Currency), or at least one Business Days prior Day’s notice by the Parent Borrower to any date the Administrative Agent (in the case of prepayment of Eurocurrency (x) ABR Loans and (iiy) 1:00 p.m. on the date of prepayment of Base Rate LoansReimbursement Amounts outstanding in Dollars). Each such Such notice shall specify, in the case of any prepayment of Loans, the Tranche being prepaid (which, at the discretion of the Parent Borrower, may be the Tranche B Term Loans, the Tranche B-1 Term Loans, the Tranche B-2 Term Loans, any Incremental Loans or any Extended Tranche and/or a combination thereof), and if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Amounts, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Amounts. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Parent Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 Section 4.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of (1) the Tranche B Term Loans pursuant to this subsection Section 4.4(a) shall be applied pro rata to the respective installments of principal thereof or as otherwise directed by the Borrower in its prepayment notice Parent Borrower, (as determined at 2) the Borrower’s sole election and discretion). Partial prepayments Tranche B-1 Term Loans pursuant to this subsection 4.2(aSection 4.4(a) shall be in a applied pro rata to the respective installments of principal amount thereof or as otherwise directed by the Parent Borrower and (3, (3) the Tranche B-2 Term Loans pursuant to this Section 4.4(a) shall be applied pro rata to the respective installments of $1,000,000 principal thereof or a whole multiple of $500,000 in excess thereof.as otherwise directed by the Parent Borrower and (4) the Reimbursement Amounts pursuant to this Section

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, without premium or penalty; penalty (except as set forth in subsections 3.4(g) and 3.11 below), upon at least three Business Days’ irrevocable (except as otherwise provided that such below) notice (which notice must be received by the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date 12:00 Noon, New York City time) by the Borrower to the Administrative Agent (in the case of prepayment Eurodollar Loans) or at least one Business Day’s irrevocable notice (which notice must be received by the Administrative Agent prior to 12:00 Noon, New York City time) by the Borrower to the Administrative Agent (in the case of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate ABR Loans. Each such notice shall specify), specifying, in the case of any prepayment of Loans, the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with any amounts payable pursuant to subsections 3.4(g) and (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.11 and accrued interest to such date on the amount prepaid. Notwithstanding Partial prepayments of the Loans shall be applied to the remaining installments of principal thereof as directed by the Borrower. Partial prepayments pursuant to this subsection 3.4(a) shall be in an aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a3.4(a) if such prepayment would have resulted from a refinancing (and payment in full) of the Loans, which refinancing shall not have been be consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofdelayed.

Optional and Mandatory Prepayments. (a) The Borrower Each of the Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to Subsection 4.12, without premium or penalty; provided that , upon notice by the Borrower Representative to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans and Eurodollar Loans) or prior to 2:00 P.M., New York City time (iior such later time as may be agreed by the Administrative Agent in its reasonable discretion) 1:00 p.m. on the date of prepayment (in the case of Base Rate ABR Loans). Each such Such notice shall be irrevocable except as provided in Subsection 4.4(e). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepaymentprepayment and whether the prepayment is (i) of Revolving Credit Loans, and (ii) of Eurodollar Loans or ABR Loans, or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Subsection 4.4(e)) be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoingSubsection 4.12, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Revolving Credit Loans pursuant to this subsection Section and shall (unless the Borrower Representative otherwise directs) be applied to payment of the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Revolving Credit Loans then outstanding. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 100,000 (in the case of Revolving Credit Loans outstanding in Dollars), €100,000 (in the case of Revolving Credit Loans outstanding in Euro) or the Dollar Equivalent of at least $100,000 (in the case of Revolving Credit Loans outstanding in a whole multiple of $500,000 Designated Foreign Currency other than Euro), as applicable; provided that, notwithstanding the foregoing, any Loan may be prepaid in excess thereofits entirety.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that such in Subsection 4.5(b) or Subsection 4.5(c)), upon notice must be received by the Borrower to the Administrative Agent not later than (i) prior to 1:00 p.m. P.M., New York City time three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment (in the case of Base Rate Eurodollar Loans), or prior to 1:00 P.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 500,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made on or prior to the second anniversary of the Closing Date in connection with a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 the fee required by Subsection 4.5(b). Each prepayment of Tranche B Term Loans pursuant to this Subsection 4.4(a) made within six months of the Extension Amendment No. 1 Effective Date in excess thereofconnection with a Tranche B Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(c).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to subsection 3.12, without premium or penalty; provided that , upon notice by the Borrower to the Administrative Agent at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans Loans), and prior to 2:00 P.M., New York City time (iior such later time as may be agreed by the Administrative Agent in its reasonable discretion) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, (in the case of any prepayment of ABR Loans, ). Such notice shall specify (i) the date and amount of prepayment, (ii) the Tranche or Tranches of Loans to be prepaid (and, if more than one Tranche is to be prepaid, the allocation of such prepayment among such Tranches), and (iii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Initial Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of $1,000,000 Initial Term Loans being prepaid. If at any time after the Seventh Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a whole multiple Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of $500,000 each Lender of Initial Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Initial Term Loans being prepaid. If at any time after the Sixth Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in excess full of the Incremental B-2019 Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Incremental B-2019 Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Incremental B-2019 Term Loans being prepaid. If at any time after the Ninth Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Incremental B-2021 Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Incremental B-2021 Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Incremental B-2021 Term Loans being prepaid. If at any time after the Seventh Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Initial Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the Initial Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h). If at any time after the Sixth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Incremental B-2019 Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Incremental B-2019 Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the Incremental B-2019 Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h). If at any time after the Ninth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Incremental B-2021 Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Incremental B-2021 Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the Incremental B-2021 Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to subsection 3.12, without premium or penalty; provided that , upon notice by the Borrower to the Administrative Agent at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans EurocurrencyTerm SOFR Loans), and prior to 2:00 P.M., New York City time (iior such later time as may be agreed by the Administrative Agent in its reasonable discretion) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, (in the case of any prepayment of ABR Loans, ). Such notice shall specify (i) the date and amount of prepayment, (ii) the Tranche or Tranches of Loans to be prepaid (and, if more than one Tranche is to be prepaid, the allocation of such prepayment among such Tranches), and (iii) whether the prepayment is of EurocurrencyTerm SOFR Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non- occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency EurocurrencyTerm SOFR Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Initial Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of $1,000,000 Initial Term Loans being prepaid. If at any time after the Seventh Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a whole multiple Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of $500,000 each Lender of Initial Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Initial Term Loans being prepaid. If at any time after the Sixth Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in excess full of the Incremental B-2019 Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Incremental B-2019 Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Incremental B-2019 Term Loans being prepaid. If at any time after the Ninth Amendment Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Incremental B-2021 Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender of Incremental B-2021 Term Loans, a prepayment premium of 1.00% of the aggregate principal amount of Incremental B-2021 Term Loans being prepaid. If at any time after the Seventh Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Initial Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the Initial Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h). If at any time after the Sixth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Incremental B-2019 Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Incremental B-2019 Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the Incremental B-2019 Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h). If at any time after the Ninth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of Incremental B-2021 Term Loans is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Incremental B-2021 Term Loans) that results in a Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of the principal amount of the Incremental B-2021 Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h).

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty; provided that such , by giving irrevocable written notice must be received by (or telephonic notice promptly confirmed in writing) to the Administrative Agent not no later than (i) 1:00 in the case of prepayment of any Eurodollar Borrowing, 2:00 p.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Loans and such prepayment, (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansany Base Rate Borrowing, 12:00 noon on the date of such prepayment, (iii) in the case of Swingline Borrowings, prior to 2:00 p.m. on the date of such prepayment and (iv) in the case of payments in any Acceptable Currency other than Dollars, no later than 11:00 a.m. (at the office of the Administrative Agent's account for payments in such currency) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment, the date and principal amount of prepaymenteach Borrowing or portion thereof to be prepaid. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the foregoinglast day of an Interest Period applicable thereto, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans also pay all amounts required pursuant to this subsection shall be applied to the respective installments Section 2.20. Each partial prepayment of principal thereof as directed by the Borrower in its prepayment notice any Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. If the Borrower does not, or is unable for any reason to, effect payment to any Issuing Bank or Lenders in the applicable currency or if the Borrower shall default in the payment when due of any payment in such currency, such Issuing Bank or Lenders may, at their option, require such payment to be made to such Issuing Bank or Lenders in the Dollar Equivalent of such currency determined in accordance with Section 10.15. With respect to any amount due and payable in Euros, Pounds, Australian Dollars or other Acceptable Currencies, the Borrower agrees to hold the Issuing Banks and the Lenders harmless from any losses, if any, that are actually incurred by the Issuing Banks and the Lenders arising from any change in the value of Dollars in relation to such currency between the date such payment became due and the date of payment thereof (other than losses incurred by any such Issuing Bank or Lender due to the gross negligence or willful misconduct of such Issuing Bank or Lender). Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofinstallments as specified by the Borrower.

Optional and Mandatory Prepayments. (a) The Subject to SECTION 2.19, the Borrower may may, at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itLoans, in whole or in part, without premium or penalty; provided that such , upon at least three Business Days' irrevocable written notice must be received by to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specifyAgent, in the case of any prepayment of Loans, specifying the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and SECTION 2.19, accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone prepaid that constitutes Eurodollar Loans and any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayedoutstanding fees and expenses then due and owing. Partial prepayments of the Revolving Credit Loans pursuant to under this subsection SECTION 2.9(a) shall be applied to the respective Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in its written notice to the Administrative Agent in which case the Revolving Credit Commitments shall be reduced in the manner set forth in SECTION 2.5. Partial prepayments of the Term Loans under this SECTION 2.9(a) shall be applied FIRST, to the scheduled installments of principal thereof as directed by of the Borrower Term Loans in its prepayment notice (as determined at inverse order of maturity and SECOND, if the Borrower’s sole election and discretion)Term Loans have been repaid in full, to the Revolving Credit Loans. Amounts prepaid on account of the Term Loans or to reduce the Revolving Credit Commitments may not be reborrowed. Partial prepayments pursuant to this subsection 4.2(a) shall be in a an aggregate principal amount of $1,000,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty; provided that such , by giving irrevocable written notice must be received by (or telephonic notice promptly confirmed in writing) to the Administrative Agent not no later than (i) 1:00 in the case of prepayment of any Eurodollar Borrowing, 2:00 p.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Loans and such prepayment, (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansany Base Rate Borrowing, 12:00 noon on the date of such prepayment, (iii) in the case of Swingline Borrowings, prior to 2:00 p.m. on the date of such prepayment and (iv) in the case of payments in any Acceptable Currency other than Dollars, no later than 11:00 a.m. (at the office of the Administrative Agent's account for payments in such currency) on the date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment, the date and principal amount of prepaymenteach Borrowing or portion thereof to be prepaid. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender's Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the foregoinglast day of an Interest Period applicable thereto, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans also pay all amounts required pursuant to this subsection shall be applied to the respective installments Section 2.20. Each partial prepayment of principal thereof as directed by the Borrower in its prepayment notice any Loan (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aother than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. If the Borrower does not, or is unable for any reason to, effect payment to any Issuing Bank or Lenders in the applicable currency or if the Borrower shall default in the payment when due of any payment in such currency, such Issuing Bank or Lenders may, at their option, require such payment to be made to such Issuing Bank or Lenders in the Dollar Equivalent of such currency determined in accordance with Section 10.16. With respect to any amount due and payable in Euros, Pounds, Australian Dollars or other Acceptable Currencies, the Borrower agrees to hold the Issuing Banks and the Lenders harmless from any losses, if any, that are actually incurred by the Issuing Banks and the Lenders arising from any change in the value of Dollars in relation to such currency between the date such payment became due and the date of payment thereof (other than losses incurred by any such Issuing Bank or Lender due to the gross negligence or willful misconduct of such Issuing Bank or Lender). Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal amount installments as specified by the Borrower. For the avoidance of $1,000,000 or a whole multiple of $500,000 in excess thereofdoubt, all payments on the Term Loans made prior to the Non-Extended Maturity Date shall be allocated pro rata among the Non-Extended Term Loans and the Extended Term Loans and all payments on the Revolving Loans made prior to the Non-Extended Revolving Commitment Termination Date shall be allocated pro rata among the Non-Extended Revolving Loans and the Extended Revolving Loans.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to subsection 3.12, without premium or penalty; provided that , upon notice by the Borrower to the Administrative Agent at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans Loans), and prior to 2:00 P.M., New York City time (iior such later time as may be agreed by the Administrative Agent in its reasonable discretion) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, (in the case of any prepayment of ABR Loans, ). Such notice shall specify (i) the date and amount of prepayment, (ii) the Tranche or Tranches of Loans to be prepaid (and, if more than one Tranche is to be prepaid, the allocation of such prepayment among such Tranches), and (iii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.00% of the aggregate principal amount of $1,000,000 Initial Term Loans being prepaid. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof any Lender is replaced pursuant to subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial Term Loans) that results in a whole multiple Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall receive a fee equal to 1.00% of $500,000 in excess thereofthe principal amount of the Initial Term Loans of such Lender assigned to a replacement Lender pursuant to subsection 10.1(g) or 10.1(h).

Optional and Mandatory Prepayments. (a) The Borrower Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to itthem, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that in Subsection 4.5(b)), upon notice by the Borrower Representative to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans and (ii) 1:00 p.m. Eurodollar Loans), or prior to 2:00 P.M., New York City time on the date of prepayment (in the case of Base Rate ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is six months after the Closing Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing incurred in a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 in excess thereofthe fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itTerm Loans, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that in Subsection 4.5(b)), upon notice by the Borrower to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans and (ii) 1:00 p.m. Eurodollar Loans), or prior to 2:00 P.M., New York City time on the date of prepayment (in the case of Base Rate ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal minimum amount of $1,000,000 or a whole multiple and integral multiples of $500,000 in excess thereof; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is six months after the Third Amendment Effective Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured term loan financing incurred in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower Each of the Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itit and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to Subsection 4.12, without premium or penalty; provided that such , upon notice must be received by the Borrower Representative to the Administrative Agent not later than prior to 1:00 P.M., New York City time at least three (i3) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment (in the case of Base Rate Eurodollar Loans), prior to 12:00 P.M., New York City time at least one Business Day prior to the date of prepayment (in the case of ABR Loans other than Swingline Loans) or same-day notice by the Borrower Representative to the Administrative Agent (in the case of (x) Swingline Loans and (y) Reimbursement Obligations outstanding in Dollars). Each such Such notice shall be irrevocable except as provided in Subsection 4.4(g). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepayment and whether the prepayment is (i) of Revolving Credit Loans or Swingline Loans, or a combination thereof, and (ii) of Eurodollar Loans or ABR Loans, or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement 106 Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoingSubsection 4.12, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of Revolving Credit Loans and the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans Reimbursement Obligations pursuant to this subsection Section shall (unless the Parent Borrower otherwise directs) be applied applied, first, to payment of the Swingline Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Administrative Agent. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple of $500,000 1,000,000, as applicable, provided that, notwithstanding the foregoing, any Loan may be prepaid in excess thereofits entirety.

Optional and Mandatory Prepayments. (a) The Borrower may may, at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itLoans, in whole or in part, without premium or penalty; penalty (except, with respect to Eurodollar Loans that are prepaid on a date other than the last day of the Interest Period with respect thereto, as provided that such under subsection 4.11), upon (i) in the case of prepayments of Eurodollar Loans, at least three Business Days' irrevocable notice must (which notice may be received given by telephone (to be promptly confirmed in writing, including by facsimile) to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. in the case of prepayments of ABR Loans (other than Swing Line Loans), irrevocable notice (which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile)) to the Administrative Agent prior to 11:30 A.M., Boston time, on the date of prepayment of Base Rate Loans. Each such notice shall specifyprepayment, in the each case of any prepayment of Loans, specifying the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and 4.11 in connection therewith and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing Amounts prepaid on account of the Loans, which refinancing shall Term Loans may not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be reborrowed and will be applied to the respective installments thereof in the scheduled order of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)maturity thereof. Partial prepayments pursuant to under this subsection 4.2(a4.1(a) shall be be, in a the case of Eurodollar Loans, in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof and in the case of ABR Loans, in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The A Borrower may at any time and ---------------------------------- from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itLoans, in whole or in part, without premium or penalty; provided that such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than (i) 1:00 p.m. 11:00 A.M., New York City time, three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specifythereto, in the case of any prepayment of Eurocurrency Loans, and no later than 11:00 A.M., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.18. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at except in the end case of the Interest Period applicable theretoRevolving Loans that are ABR Loans and Swingline Loans) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Revolving Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $500,000 100,000 or a whole multiple thereof. To the extent that at any time (by virtue of changes in excess thereofthe Exchange Rate or otherwise) the aggregate principal amount of the Loans and Letters of Credit outstanding shall exceed the Total Revolving Commitments then in effect, the Borrowers shall make prompt repayment of the Loans to the extent of such excess.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to it, in whole or in part, subject to subsection 3.12, without premium (except as otherwise set forth in this subsection 3.4(a)) or penalty; provided that such , upon at least three Business Days’ irrevocable notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans, ). Such notice shall specify (i) the date and amount of prepayment, and (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each and (iii) the allocation of such prepayment among each Tranche of Term Loans. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding Any such notice may state that such notice is conditioned upon the foregoingoccurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower may rescind (by written notice to the Administrative Agent on or postpone any notice of prepayment under this subsection 4.2(aprior to the specified effective date) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall condition is not have been consummated or shall have otherwise been delayedsatisfied. Partial prepayments of the Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, the Non-Extended Term Loans or the Extended Term Loans may be prepaid in their entirety. If on or prior to the first anniversary of the Amendment No. 1 Effective Date the Borrower (x) makes an optional prepayment in full of the Extended Term Loans pursuant to a Repricing Transaction, (y) effects any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Loans under any Tranche) that results in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Extended Term Loan Lender, (I) in the case of clause (x) above, a prepayment premium of 1.0% of the aggregate principal amount of $1,000,000 Extended Term Loans being prepaid and (II) in the case of clause (y) above, a prepayment premium of 1.0% of the aggregate principal amount of Extended Term Loans outstanding immediately prior to such amendment. If on or prior to the first anniversary of the Amendment No. 1 Effective Date any Extended Term Loan Lender is replaced pursuant to subsection 10.1(e) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Loans under any Tranche) that results in a whole multiple Repricing Transaction, such Extended Term Loan Lender (and not any Person who replaces such Extended Term Loan Lender pursuant to subsection 10.1(e)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of $500,000 the prepayment premium described in excess thereofthe preceding sentence.

Optional and Mandatory Prepayments. (a) The Borrower may CP Issuer may, subject to Section 3.16, at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Revolving Loans made to itthen outstanding, in whole or in part, without premium or penalty; provided that such upon at least three Working Days' irrevocable notice must be received by to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specifyLiquidity Agent, in the case of any prepayment of Eurodollar Loans, upon at least two Business Days' irrevocable notice to the Liquidity Agent, in the case of C/D Rate Loans and by giving irrevocable notice to the Liquidity Agent not later than 10:00 a.m., New York City time, on the date of such prepayment, in the case of Base Rate Loans, each such notice to specify (i) the date and amount of such prepayment, (ii) whether the prepayment is of Eurodollar Loans, C/D Rate Loans, Base Rate Loans, or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each and (iii) the original amount of the Revolving Loan or Revolving Loans which are to be prepaid and the date or dates such Revolving Loan or Revolving Loans were made, provided that the CP Issuer may not both prepay Base Rate Loans under this subsection 5.02(a) and borrow Base Rate Loans on the same day. Upon the receipt of any such notice notice, the Administrative Liquidity Agent shall promptly notify each affected Lender Bank thereof. If any such notice is given, the amount CP Issuer will make the prepayment specified in therein, and such notice prepayment shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of Each partial prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice paragraph (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(aa) shall be in a principal an amount of equal to $1,000,000 5,000,000 or a greater whole multiple of $500,000 1,000,000; provided that unless the Eurodollar Loans or C/D Rate Loans comprising any Tranche are prepaid in excess thereoffull, no prepayment shall be made in respect of Eurodollar Loans or C/D Rate Loans if, after giving effect to such prepayment, the aggregate principal amount of the Loans comprising any Tranche shall be less than $5,000,000.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , upon at least three Business Days’ notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of ABR Loans, ). Such notice shall specify (i) the date and amount of prepayment, and (ii) the Tranche or Tranches of Loans to be prepaid (and, if more than one Tranche is to be prepaid, the allocation of such prepayment among such Tranches), and (iii) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. If at any time after the First Amendment Effective Date and on or prior to the six (6) month anniversary thereof, the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Incremental Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of $1,000,000 Initial Incremental Term Loans being prepaid. If at any time after the First Amendment Effective Date and on or prior to the six (6) month anniversary thereof any Lender is replaced pursuant to subsection 10.1(f) in connection with any amendment of this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial Incremental Term Loans or Initial Incremental Term Loan Commitments) that results in a whole multiple Repricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(f)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of $500,000 the prepayment premium described in excess thereofthe preceding sentence.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans under any Term Loan Facility made to it, it in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , in each case upon at least three Business Days’ notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment Eurocurrency Loans), and at least one Business Day’s notice by the Borrower to the Administrative Agent (in the case of ABR Loans). Such notice shall specify the applicable Term Loan facility and/or Tranche, the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender under the applicable Term Loan Facility thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. Notwithstanding anything in this subsection 3.4(a) to the contrary, if on or prior to the date that is six months after the Fourth Amendment Effective Date the Borrower makes an optional prepayment of the applicable Term B-2 Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of $1,000,000 such Term B-2 Loans being prepaid. If, on or prior to the date that is six months after the Fourth Amendment Effective Date, the Borrower effects an amendment of this Agreement that results in a whole multiple Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of $500,000 in excess thereofeach Term B-2 Lender, a fee equal to 1.0% of the aggregate principal amount of such Term Loans of such Lender outstanding immediately prior to the date of effectiveness of such Amendment.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itit and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , upon at least three Business Days’ irrevocable notice must be received by the Borrower to the Administrative Agent not later (in the case of Eurocurrency Loans), and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (in the case of (x) ABR Loans other than Swing Line Loans and (y) Reimbursement Obligations) or same day irrevocable notice by the Borrower to the Administrative Agent (in the case of Swing Line Loans). Such notice shall specify the date and amount of prepayment and whether the prepayment is (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Term Loans, Revolving Loans or Swing Line Loans, or a combination thereof, and (ii) 1:00 p.m. on of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the date of prepayment of Base Rate Loans. Each such notice shall specifyprincipal amount allocable to each and, in the case of any prepayment of LoansReimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans and Reimbursement Obligations pursuant to this subsection 3.4(a) shall be applied (A) in the case of partial prepayments of Term Loans, to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower may direct and (B) in its prepayment notice (as determined at the Borrower’s sole election case of partial prepayments of other Loans and discretion)Reimbursement Obligations, first, to payment of the Swing Line Loans then outstanding, second, to payment of the Revolving Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple 1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. The Borrower shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing of $500,000 in excess thereofRevolving Loans.

Optional and Mandatory Prepayments. (a) The Subject to SECTION 2.19, the Borrower may may, at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itLoans, in whole or in part, without premium or penalty; provided that such , upon at least three Business Days' irrevocable written notice must be received by to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specifyAgent, in the case of any prepayment of Loans, specifying the date and amount of prepaymentprepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and SECTION 2.19, accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone prepaid that constitutes Eurodollar Loans and any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayedoutstanding fees and expenses then due and owing. Partial prepayments of the Revolving Credit Loans pursuant to under this subsection SECTION 2.9(a) shall be applied to the respective Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in a written notice to the Administrative Agent in which case the Revolving Credit Commitments shall be reduced in the manner set forth in SECTION 2.5. Partial prepayments of the Term Loans under this SECTION 2.9(a) shall be applied FIRST, PRO RATA to the scheduled installments of principal thereof as directed by of the Borrower Term Loans and SECOND, if the Term Loans have been repaid in its prepayment notice (as determined at full, to the Borrower’s sole election and discretion)Revolving Credit Loans. Amounts prepaid on account of the Term Loans or to reduce the Revolving Credit Commitments may not be reborrowed. Partial prepayments pursuant to this subsection 4.2(a) shall be in a an aggregate principal amount of $1,000,000 250,000 or a whole multiple of $500,000 100,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Either Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the its Committed Rate Loans made to it, in whole or in part, without premium or penalty; provided that such notice must be received by , but subject to the Administrative Agent not later than (i) 1:00 p.m. provisions of subsection 2.14, upon at least three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specifyWorking Days' irrevocable notice, in the case of any prepayment of Eurodollar Loans, two Business Days' irrevocable notice in the case of C/D Rate Loans, or one Business Day's irrevocable notice in the case of ABR Loans, in each case to the Administrative Agent, specifying the date and amount of prepaymentprepayment and whether the prepayment is of its Eurodollar Loans, ABR Loans, C/D Rate Loans, or a combination thereof, and if of a combination thereof the amount of prepayment allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender Bank thereof. If any such notice is given, the Borrower delivering such notice shall make such prepayment, and the payment of the amount specified in such notice shall be due and payable payable, on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaidprepaid and any amounts payable pursuant to subsections 2.14 and 2.15. Notwithstanding Except as provided in the foregoingimmediately following sentence, partial prepayments shall be in an aggregate principal amount of $5,000,000, or a whole multiple thereof; PROVIDED, HOWEVER, that after giving effect thereto, the Borrower may rescind or postpone any notice aggregate principal amount of prepayment under all Committed Rate Loans made on the same Borrowing Date shall not be less than $25,000,000. Anything contained in this subsection 4.2(a) if such prepayment would have resulted from a refinancing of 2.6 to the Loanscontrary notwithstanding, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial partial prepayments of a Cancelled Bank's Loans in connection with the Loans pursuant to this termination under subsection shall be applied to the respective installments 2.13(a), (b) or (c), 2.16(c) or 2.17(b) of principal thereof as directed by the Borrower such Cancelled Bank's Commitment (in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(awhole or in part) shall be in a an amount equal to the principal amount of $1,000,000 the Loans of such Bank being prepaid, notwithstanding the amount thereof, and shall be permitted notwithstanding the provisions of the foregoing proviso. Either Borrower may prepay Negotiated Rate Loans or a whole multiple of $500,000 in excess thereofBid Loans on such terms as shall be mutually agreed upon between the relevant Borrower and the relevant Bank.

Optional and Mandatory Prepayments. (a) The Borrower Each of the Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to Section 4.12, without premium or penalty; provided that such , upon at least three Business Days’ notice must be received by the applicable Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment in the case of Eurocurrency Loans and Loans) or at least one Business Day’s notice by the applicable Borrower to the Administrative Agent (ii) 1:00 p.m. on in the date case of prepayment of Base Rate ABR Loans). Each such Such notice shall be irrevocable except as provided in Section 4.4(e). Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall (subject to Section 4.4(e)) be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayedSection 4.12. Partial prepayments of the Loans pursuant to this subsection Section shall (unless the Parent Borrower otherwise directs) be applied applied, first, to payment of the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election Revolving Credit Loans then outstanding, and discretion)then, to all other amounts then due and owing hereunder. Partial prepayments pursuant to this subsection 4.2(aSection 4.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple of $500,000 1,000,000, provided that, notwithstanding the foregoing, any Loan may be prepaid in excess thereofits entirety.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itTerm Loans, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that in Subsection 4.5(b)), upon notice by the Borrower to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans and (ii) 1:00 p.m. Eurodollar Loans), or prior to 2:00 P.M., New York City time on the date of prepayment (in the case of Base Rate ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal minimum amount of $1,000,000 or a whole multiple and integral multiples of $500,000 in excess thereof; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is six months after the ClosingThird Amendment Effective Date in an amount equal to the Net Cash Proceeds received by the Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured term loan financing incurred in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower may Subject to the provisions of this Section 8, the Company may, at any time and from time to timeits option, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepaymentas provided below, prepay all or any part of the Loans made to it, in whole or in part, without premium or penaltyNotes on a pro-rata basis (based upon the principal amount of the Notes outstanding at the time of prepayment); provided that such notice must be received by the Administrative Agent not later than Company agrees to prepay at least fifty percent (i50%) 1:00 p.m. three Business Days prior to any date of the original principal amount of the Notes within twelve (12) months after the Closing Date. Any prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the Notes shall be made at a price equal to 110% of the principal amount so prepaid, plus accrued interest to the date of prepayment. The prepayment may be made in cash or (no more often than once in each period of Base Rate Loans. Each such notice shall specify, twenty (20) consecutive days during which securities are normally traded on the Principal Market (a "TRADING DAY")) by issuance of a number of shares of Common Stock determined by dividing the prepayment amount by the average of the Closing Bid Prices (as defined in the case Certificate of any prepayment Designations) of Loans, the Common Stock for the twenty (20) consecutive Trading Days immediately preceding the date and amount of prepayment. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to Company's notice of prepayment described below in subsection 4.10 and accrued interest to such date on the amount prepaid8(c). Notwithstanding the foregoing, the Borrower may rescind Company must prepay the Notes in cash (to the extent such prepayment is required) if (i) any event constituting an Event of Default, or postpone any an event that with the passage of time would constitute an Event of Default if not cured, has occurred and is continuing on the date of the Company's notice of prepayment under this subsection 4.2(aas provided in Section 8(c) if such prepayment would have resulted from a refinancing below or on the date of prepayment, unless otherwise consented to in writing by the holder of the LoansNotes entitled to receive such prepayment, which refinancing or (b) the Registration Statement (as defined below) has not been declared effective by the Securities and Exchange Commission (the "SEC") on or before the date of prepayment. To the extent the Company elects or is required to prepay the Notes as provided in this Section 8(b), the Company shall not have been consummated or shall have otherwise been delayed. Partial prepayments also redeem a proportional amount of Preferred Shares (based upon the Stated Value (as defined in the Certificate of Designations) of the Loans pursuant to this subsection shall be applied Preferred Shares outstanding relative to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 the Notes outstanding) as required pursuant to Section 16 of the Certificate of Designations. If the average of the Closing Bid Prices of the Common Stock used to determine the number of shares of Common Stock required to prepay the Notes with respect to any prepayment effected by the Company at its option is more than the average of the Closing Bid Prices of the Common Stock for the twenty (20) consecutive Trading Days immediately following the prepayment date, the Company shall pay to the recipient of such shares, on or a whole multiple prior to the date that is twenty-five (25) Trading Days after the prepayment date, an amount in cash equal to the product of $500,000 in excess thereofthe per share difference between such average prices and the number of shares issued as consideration for repayment of that portion of the Notes being redeemed and sold during such twenty (20) Trading Day period immediately following the prepayment date.

Optional and Mandatory Prepayments. (a) The Borrower Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to itthem, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that in Subsection 4.5(b)), upon notice by the Borrower Representative to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans and (ii) 1:00 p.m. Term SOFR Loans), or prior to 2:00 P.M., New York City time on the date of prepayment (in the case of Base Rate ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Term SOFR Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Term SOFR Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is twelve months after the Closing Date in an amount equal to the Net Cash Proceeds received by the Parent Borrower or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing incurred in a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 the fee required by Subsection 4.5(b). Each prepayment of Tranche B Term Loan pursuant to this Subsection 4.4(a) made prior to the date that is six months after the Second Amendment Effective Date in excess thereofan amount equal to the Net Cash Proceeds received by the Borrowers or any Restricted Subsidiary from its incurrence of new Indebtedness under first lien secured bank financing incurred in a Repricing Transaction shall be accompanied by the payment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower may shall have the right at any time and from time to time, upon notice time to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans made to itany Borrowing, in whole or in part, without premium or penalty; provided that such , by giving irrevocable written notice must be received by (or telephonic notice promptly confirmed in writing) to the Administrative Agent not no later than (i) 1:00 in the case of prepayment of any Eurodollar Borrowing, 2:00 p.m. not less than three (3) Business Days prior to any date of prepayment of Eurocurrency Loans and such prepayment, (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment of Loansany Base Rate Borrowing, 12:00 noon on the date of such prepayment, (iii) in the case of Swingline Borrowings, prior to 2:00 p.m. on the date of such prepayment and (iv) in the case of payments in any Acceptable Currency other than Dollars, no later than 11:00 a.m. (at the office of the Administrative Agent’s account for payments in such currency) in the Administrative Agent’s account. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment, the date and principal amount of prepaymenteach Borrowing or portion thereof to be prepaid and the applicable Tranche thereof, if any. Upon the receipt of any such notice notice, the Administrative Agent shall promptly notify each affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. If the Borrower does not, or is unable for any reason to, effect payment to any Issuing Bank or Lenders in the applicable currency or if the Borrower shall default in the payment when due of any payment in such currency, such Issuing Bank or Lenders may, at their option, require such payment to be made to such Issuing Bank or Lenders in the Dollar Equivalent of such currency determined in accordance with Section 10.16. With respect to any amount due and payable in Euros, Pounds, or other Acceptable Currencies, the Borrower agrees to hold the Issuing Banks and the Lenders harmless from any losses, if any, that are actually incurred by the Issuing Banks and the Lenders arising from any change in the value of Dollars in relation to such currency between the date such payment became due and the date of payment thereof (other than losses incurred by any such Issuing Bank or Lender due to the gross negligence or willful misconduct of such Issuing Bank or Lender). Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and in the case of a prepayment of a Term Loan Borrowing, to principal installments as specified by the Borrower. Notwithstanding the foregoing, each prepayment of a Revolving Borrowing made prior to the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection Non-Extended Revolving Commitment Termination Date shall be applied pro rata to the respective installments of principal thereof as directed by Non-Extended Revolving Commitments and the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion). Partial prepayments pursuant to this subsection 4.2(a) shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofExtended Revolving Commitments.

Optional and Mandatory Prepayments. (a) The Borrower Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans made to itthem, in whole or in part, subject to Subsection 4.12, without premium or penalty; penalty (except as provided that in Subsection 4.5(b)), upon notice by the Borrower Representative to the Administrative Agent prior to 2:00 P.M., New York City time at least three Business Days (or such notice must shorter period as may be received agreed by the Administrative Agent not later than (iin its reasonable discretion) 1:00 p.m. three Business Days prior to any the date of prepayment (in the case of Eurocurrency Loans and (ii) 1:00 p.m. Eurodollar Loans), or prior to 2:00 P.M., New York City time on the date of prepayment (in the case of Base Rate ABR Loans) (or such later time as may be agreed by the Administrative Agent in its reasonable discretion). Each such Such notice shall 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 prepaymentprepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is givengiven and not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection shall be applied to the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)Subsection 4.12. Partial prepayments pursuant to this subsection 4.2(aSubsection 4.4(a) shall be in a principal amount multiples of $1,000,000 or 1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be prepaid in its entirety. Each prepayment of Initial Term Loans pursuant to this Subsection 4.4(a) made prior to the date that is six months after the Closing Date with the proceeds of Indebtedness incurred in a whole multiple Repricing Transaction shall be accompanied by the payment of $500,000 in excess thereofthe fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower Each of the Borrowers may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to it, in whole or in part, subject to subsection 4.12, without premium or penalty; provided that such , by irrevocable written notice must be received by the applicable Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days given prior to any date of prepayment 11:00 a.m. (New York time) on the third Business Day prior to such payment (in the case of Eurocurrency Loans and Loans) or prior to 11:00 a.m. (iiNew York time) 1:00 p.m. on the date Business Day prior to such payment (in the case of prepayment of Base Rate ABR Loans). Each such Such notice shall specify, in the case of any prepayment of Loans, the identity of the prepaying Borrower, the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and accrued interest to such date on the amount prepaid4.12. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the The Revolving Credit Loans pursuant to this subsection shall (unless the Parent Borrower otherwise directs) be applied applied, first, to payment of the respective installments of principal thereof as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election Revolving Credit Loans then outstanding, and discretion)then, to all other amounts then due and owing hereunder. Partial prepayments pursuant to this subsection 4.2(a4.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple of $500,000 1,000,000, provided that, notwithstanding the foregoing, any Loan may be prepaid in excess thereofits entirety.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Loans made to itit and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, without premium or penalty; provided that such , upon at least three Business Days' irrevocable notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date in the case of prepayment of Eurocurrency Eurodollar Loans and Reimbursement Obligations) and at least one Business Day's irrevocable notice by the Borrower to the Administrative Agent (iiin the case of ABR Loans other than Swing Line Loans) 1:00 p.m. on or same-day irrevocable notice by the date Borrower to the Administrative Agent (in the case of prepayment of Base Rate Swing Line Loans. Each such notice shall specify), specifying, in the case of any prepayment of Loans, the date and amount of prepayment and whether the prepayment is (i) of Term Loans, Revolving Credit Loans, or a combination thereof, and (ii) of Eurodollar Loans, ABR Loans or a combination thereof or Swing Loans, and, in each case if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of Reimbursement Obligations, the date and amount of prepayment, the identity of the applicable Letter of Credit or Letters of Credit and the amount allocable to each of such Reimbursement Obligations. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 and 4.12 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of (i) the Term Loans pursuant to this subsection shall be applied pro rata to the respective installments of principal thereof as directed by remaining installments, and (ii) the Revolving Credit Loans and the Reimbursement Obligations pursuant to this subsection shall (unless the Borrower in its prepayment notice (as determined at otherwise directs) be applied, first, to payment of the Borrower’s sole election and discretion)Swing Line Loans then outstanding, second, to payment of the Revolving Credit Loans then outstanding, third, to payment of any Reimbursement Obligations then outstanding and, last, to cash collateralize any outstanding L/C Obligation on terms reasonably satisfactory to the Administrative Agent. Partial prepayments pursuant to this subsection 4.2(a4.4(a) (other than of Swing Line Loans) shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term Loans under any Term Loan Facility made to it, it in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , in each case upon at least three Business Days’ notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Loans and (ii) 1:00 p.m. on the date of prepayment of Base Rate Loans. Each such notice shall specify, in the case of any prepayment Eurocurrency Loans), and at least one Business Day’s notice by the Borrower to the Administrative Agent (in the case of ABR Loans). Such notice shall specify the applicable Term Loan facility and/or Tranche, the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender under the applicable Term Loan Facility thereof. If any such notice is givengiven and is not revoked, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the Borrower may rescind or postpone any notice of prepayment under this subsection 4.2(a) if such prepayment would have resulted from a refinancing of the Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal thereof of such Term Loans in such order as directed by the Borrower in its prepayment notice (as determined at the Borrower’s sole election and discretion)may direct. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in its entirety. Notwithstanding anything in this subsection 3.4(a) to the contrary, if on or prior to the date that is six months after the FifthSixth Amendment Effective Date the Borrower makes an optional prepayment of the applicable Term Loans pursuant to a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each appplicableapplicable Lender, a prepayment premium of 1.0% of the aggregate principal amount of $1,000,000 such Term Loans being prepaid. If, on or prior to the date that is six months after the FifthSixth Amendment Effective Date, the Borrower effects an amendment of this Agreement that results in a whole multiple Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of $500,000 in excess thereofeach applicable Term Lender, a fee equal to 1.0% of the aggregate principal amount of such Term Loans of such Lender outstanding immediately prior to the date of effectiveness of such Amendment.

Optional and Mandatory Prepayments. (a) The Borrower may at any time and from time to time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, time prepay the Term A Loans and/or the Term B Loans made to it, it in whole or in part, subject to subsection 3.12, without premium or penalty; provided that such , upon at least three Business Days’ irrevocable notice must be received by the Borrower to the Administrative Agent not later than (i) 1:00 p.m. three Business Days prior to any date of prepayment in the case of Eurocurrency Loans outstanding, and (ii) 1:00 p.m. on at least one Business Day’s irrevocable notice by the date Borrower to the Administrative Agent in the case of prepayment of Base Rate LoansABR Loans outstanding. Each such Such notice shall specify, in the case of any prepayment of Term Loans, whether such prepayment is of a Term A Loan or a Term B Loan, as the case may be, the date and amount of prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount allocable to each. Upon the receipt of any such notice the Administrative Agent shall promptly notify each affected Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (if a Eurocurrency Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.10 3.12 and accrued interest to such date on the amount prepaid. Notwithstanding the foregoing, the The Borrower may rescind prepay either Term A Loans or postpone any notice of prepayment under Term B Loans, or both, pursuant to this subsection 4.2(a) if 3.4, and such prepayment would have resulted from a refinancing of need not be ratable as between the Term A Loans and Term B Loans, which refinancing shall not have been consummated or shall have otherwise been delayed. Partial prepayments of the Term A Loans or Term B Loans pursuant to this subsection shall be applied (x) as between Term A Loans and Term B Loans, if applicable, in the manner set forth in the notice of prepayment and (y) with respect to the applicable Term A Loans or Term B Loans being repaid, at the option of the Borrower, (i) pro rata to the respective installments of principal thereof of such Term A Loans or Term B Loans, as directed by the Borrower case may be, or (ii) to any of the respective installments of principal of such Term A Loans or Term B Loans, as the case may be, due in its prepayment notice the next twelve months, and then (as determined at to the Borrower’s sole election and discretion)extent of any remainder) pro rata to the remaining respective installments thereof. Partial prepayments pursuant to this subsection 4.2(a3.4(a) shall be in a principal amount multiples of $1,000,000 or a whole multiple of $500,000 1.0 million; provided that, notwithstanding the foregoing, the Term A Loans and the Term B Loans may be prepaid in excess thereoftheir entirety.