Common use of Optional and Mandatory Prepayments Clause in Contracts

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any 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 each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time time, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay any Borrowingthe Loans made to it, in whole or in part, without premium or penalty, ; provided that such notice must be received by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no not later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than 1:00 p.m. three (3) Business Days prior to any such prepayment, 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 any Base Rate BorrowingLoans, not less than one Business Day prior to the date and amount 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 Upon the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than prepaid. Notwithstanding the last day of an Interest Period applicable theretoforegoing, 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 also pay all amounts required not have been consummated or shall have otherwise been delayed. Partial prepayments of the Loans pursuant to Section 2.20this 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). Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this subsection 4.2(a) shall be in an a principal amount that would be permitted of $1,000,000 or a whole multiple of $500,000 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingexcess thereof.

Optional and Mandatory Prepayments. (a) The Borrowers may, upon irrevocable notice from the Lead Borrower shall have to the right Agent, at any time and or from time to time to voluntarily prepay any Borrowingthe outstanding amount of the Term Loan, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed together with the Applicable Premium in writing) to respect of the Administrative Agent no later than principal amount so prepaid; provided that (i) in such notice must be received by the case of prepayment of any Eurodollar Borrowing, Agent not later than 11:00 a.m. not less than (A) three (3) Business Days prior to any such prepaymentdate of prepayment of the Term Loan, and (ii) in the case of any prepayment shall be in a principal amount of any Base Rate Borrowing$5,000,000 or a whole multiple of $1,000,000 in excess thereof, not less than one Business Day prior to or, if less, the date entire principal amount of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepaymentTerm Loan then outstanding. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the principal amount prepayment. The Agent will promptly notify each Lender of its receipt of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender and of the contents thereof and amount of such Lender’s Pro Rata Share Applicable Percentage of any such prepayment. If such notice is givengiven by the Lead Borrower, the aggregate Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein. Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with accrued interest to such date on the amount so 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 any additional amounts required pursuant to Section 2.203.05. Each partial such 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingoutstanding amount of the Term Loan of the Lenders in accordance with their respective Applicable Percentages.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowing, it in whole or in part, without premium or penaltypenalty (except as provided in subsection 3.4(g)), by giving irrevocable upon written notice (in substantially the form attached hereto as Exhibit E (or telephonic notice promptly confirmed in writingsuch other form reasonably acceptable to the Administrative Agent)) by the Borrower to the Administrative Agent no later than (ix) in the case of prepayment of any Eurodollar Borrowingprior to 1:00 P.M., 11:00 a.m. not less than New York City time at least three (3) U.S. Government Securities Business Days prior to any (or such prepayment, (iilater time as may be agreed by the Administrative Agent in its reasonable discretion) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to the date of such prepayment, and prepayment (iii) in the case of Swingline BorrowingsSOFR Loans), or (y) prior to 11:00 a.m. on 1:00 P.M., New York City time at least two Business Days prior to the date of such prepaymentprepayment (in the case of ABR Loans). Each such Such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment, whether the prepayment and is of SOFR Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount of each Borrowing or portion thereof allocable to be prepaideach, the applicable Tranche being repaid 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 of the contents thereof and of thereof. Any such Lender’s Pro Rata Share of any such prepayment. If notice may state that such notice is givenconditioned 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 given and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied on a date other than pro rata basis to the last day respective installments of an Interest Period applicable thereto, principal of such Term Loans in the Borrower shall also pay all amounts required reverse order of maturity. Partial prepayments pursuant to Section 2.20. Each partial prepayment of any Loan (other than a Swingline Loanthis subsection 3.4(a) shall be in an amount that would multiples of $1.0 million; provided that, notwithstanding the foregoing, any Tranche of Term Loans may be permitted prepaid 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 2.5its entirety. Each prepayment of a Borrowing Initial Term Loans and Delayed Draw Term Loans pursuant to this subsection 3.4(a) made on or prior to the third anniversary after the Closing Date shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the premium required by subsection 3.4(g).

Optional and Mandatory Prepayments. (a) The Borrower shall have the right Borrowers may at any time and from time to time prepay the Term Loans made to prepay any Borrowingthem, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower Representative to the Administrative Agent no later than prior to 2:00 P.M., New York City time at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingTerm SOFR Loans), 11:00 a.m. not less than three (3) Business Days or prior to any 2:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such prepaymentlater time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify, (ii) 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 prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Term SOFR Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would multiples of $1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower shall have the right Borrowers may at any time and from time to time prepay the Term Loans made to prepay any Borrowingthem, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower Representative to the Administrative Agent no later than prior to 2:00 P.M., New York City time at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any 2:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such prepaymentlater time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify, (ii) 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 prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would multiples of $1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Loans made to prepay any Borrowingit, in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to ABR Loans). Such notice shall specify (i) the date and amount of such prepayment, and (iiiii) in whether the case prepayment is of Swingline BorrowingsEurocurrency Loans, 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 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 each Borrowing 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 portion thereof prior to be prepaidthe specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans 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, such order as the Borrower shall also pay all amounts required may direct. Partial prepayments pursuant to Section 2.20. Each partial prepayment of any Loan (other than a Swingline Loanthis subsection 3.4(a) shall be in an amount that would multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be permitted prepaid 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingits entirety.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Loans made to prepay any Borrowingit 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, upon at least three Business Days’ irrevocable notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) 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) of any Eurodollar BorrowingTerm Loans, 11:00 a.m. not less than three (3) Business Days prior to any such prepaymentRevolving Loans or Swing Line Loans, or a combination thereof, and (ii) of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount allocable to each and, in the case of any prepayment of any Base Rate BorrowingReimbursement Obligations, not less than one Business Day prior to 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 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 each Borrowing or portion thereof to be prepaidReimbursement Obligations. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid prepaid. Partial prepayments of Loans and Reimbursement Obligations pursuant to this subsection 3.4(a) shall be applied (A) in accordance with Section 2.14(d); providedthe case of partial prepayments of Term Loans, that if a Eurodollar Borrowing is prepaid on a date other than to the last day respective installments of an Interest Period applicable thereto, principal of such Term Loans in such order as the Borrower shall also pay all amounts required may direct and (B) in the case of partial prepayments of other Loans and 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 Section 2.20. Each partial prepayment of any Loan (other than a Swingline Loanthis subsection 3.4(a) shall be in an amount that would multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be permitted prepaid in the case its entirety. The Borrower shall prepay all Swing Line Loans then outstanding simultaneously with each borrowing 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such BorrowingLoans.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any 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 each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so 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 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 installments as specified by the Borrower.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right 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 from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower shall immediately pay to the Administrative Agent no later than (i) in Lender, accrued and unpaid interest at the case interest rate set forth herein on the amount of such prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) Business Days prior the Revolving Loan to any such prepayment, (ii) in the case of any prepayment of any 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 prepayment made hereunder shall be irrevocable applied by the Lender to repayment of the Revolving Loan in such order as the Lender in its sole and absolute discretion shall specify 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 least two (2) Business Days’ prior written notice to the Lender, stating the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticewithout premium or penalty, together with accrued interest to the date of such date prepayment on the principal amount so prepaid in accordance with Section 2.14(d); providedprepaid. The Borrower may prepay any LIBO Rate Loan or SWAP Rate Loan upon at least five (5) Business Days’ prior written notice to the Lender, that if a Eurodollar Borrowing stating the proposed date and principal amount of the prepayment. If the notice is prepaid on a date other than the last day of an Interest Period applicable theretogiven, the Borrower shall also pay all amounts required pursuant prepay such outstanding principal amount of such LIBO Rate Loan or SWAP Rate Loan, together with (a) a Prepayment Premium on the principal amount prepaid and (b) accrued interest to Section 2.20the date of such prepayment on the principal amount prepaid. All calculations and determinations by the Lender of the amount of the Prepayment Premium, if made in accordance with its then standard procedures for so calculating or determining such amount, shall be conclusive absent manifest arithmetic error. Each partial prepayment of any the Revolving Loan (other than a Swingline any LIBO Rate Loan or SWAP Rate Loan) made hereunder shall be in a minimum principal amount of $100,000.00 and an amount that would be permitted integral multiple of $100,000.00 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 2.5excess thereof. Each prepayment of a Borrowing LIBO Rate Loans or SWAP Rate Loans made hereunder shall be applied ratably 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 Loans comprising such Borrowingnext succeeding Business Day.

Optional and Mandatory Prepayments. Subject to the provisions of this Section 8, the Company may, at its option, upon notice as provided below, prepay all or any part of the Notes on a pro-rata basis (a) The Borrower shall have based upon the right principal amount of the Notes outstanding at any the time and from time to time of prepayment); provided that the Company agrees to prepay any Borrowingat least fifty percent (50%) of the original principal amount of the Notes within twelve (12) months after the Closing Date. Any prepayment of the Notes shall be made at a price equal to 110% of the principal amount so prepaid, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) plus accrued interest to the Administrative Agent date of prepayment. The prepayment may be made in cash or (no later more often than once in each period of 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 Certificate of Designations) of the Common Stock for the twenty (20) consecutive Trading Days immediately preceding the date of the Company's notice of prepayment described below in subsection 8(c). Notwithstanding the foregoing, the Company must prepay the Notes in cash (to the extent such prepayment is required) if (i) in any event constituting an Event of Default, or an event that with the case 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 as provided in Section 8(c) below or on the date of any Eurodollar Borrowingprepayment, 11:00 a.m. not less than three (3) Business Days prior unless otherwise consented to any in writing by the holder of the Notes entitled to receive such prepayment, or (iib) 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 also redeem a proportional amount of Preferred Shares (based upon the Stated Value (as defined in the case Certificate of Designations) of the Preferred Shares outstanding relative to the principal amount of 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 any Base Rate Borrowingthe Closing Bid Prices of the Common Stock for the twenty (20) consecutive Trading Days immediately following the prepayment date, not less than one Business Day the Company shall pay to the recipient of such shares, on or prior to the date that is twenty-five (25) Trading Days after the prepayment date, an amount in cash equal to the product of the per share difference between 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 average prices and the principal amount number of each Borrowing or shares issued as consideration for repayment of that portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof Notes being redeemed and of sold during such Lender’s Pro Rata Share of any such prepayment. If such notice is given, twenty (20) Trading Day period immediately following the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingdate.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right Borrowers may at any time and from time to time prepay the Term Loans made to prepay any Borrowingthem, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower Representative to the Administrative Agent no later than prior to 2:00 P.M., New York City time at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any 2:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such prepaymentlater time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify, (ii) 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 prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would multiples of $1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Subject to SECTION 2.19, the Borrower shall have the right may, at any time and from time to time to time, prepay any Borrowingthe Loans, in whole or in part, without premium or penalty, by giving upon at least three Business Days' irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in Agent, specifying the case date and amount of prepayment and whether the prepayment is of any Eurodollar BorrowingLoans, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Alternate Base Rate BorrowingLoans or a combination thereof, not less than one Business Day prior and, if of a combination thereof, the amount allocable 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 each Borrowing or portion thereof to be prepaideach. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with any amounts payable pursuant to SECTION 2.19, accrued interest to such date on the amount prepaid that constitutes Eurodollar Loans and any outstanding fees and expenses then due and owing. Partial prepayments of the Revolving Credit Loans under this SECTION 2.9(a) shall be applied to the Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so prepaid specifies in accordance with Section 2.14(d); provideda 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, that PRO RATA to the scheduled installments of principal of the Term Loans and SECOND, if a Eurodollar Borrowing is the Term Loans have been repaid in full, to the Revolving Credit Loans. Amounts prepaid on a date other than account of the last day of an Interest Period applicable thereto, Term Loans or to reduce the Borrower shall also pay all amounts required pursuant to Section 2.20Revolving Credit Commitments may not be reborrowed. Each partial prepayment of any Loan (other than a Swingline Loan) Partial prepayments shall be in an aggregate principal amount that would be permitted of $250,000 or a whole multiple of $100,000 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingexcess thereof.

Optional and Mandatory Prepayments. (a) The Borrower shall have Each of the right Borrowers may at any time and from time to time prepay the Loans made to prepay any Borrowingit, in whole or in part, subject to subsection 4.12, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) by the applicable Borrower to the Administrative Agent no later than given prior to 11:00 a.m. (iNew York time) on the third Business Day prior to such payment (in the case of prepayment of any Eurodollar Borrowing, Eurocurrency Loans) or prior to 11:00 a.m. not less than three (3New York time) on the Business Days Day prior to any such prepaymentpayment (in the case of ABR Loans). Such notice shall specify, (ii) in the case of any prepayment of any Base Rate BorrowingLoans, not less than one Business Day prior to the identity of the prepaying Borrower, the date and amount 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 whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount of each Borrowing or portion thereof allocable to be prepaideach. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Eurocurrency Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20subsection 4.12. Each partial prepayment The Revolving Credit Loans pursuant to this subsection shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of any Loan (the Revolving Credit Loans then outstanding, and then, to all other than a Swingline Loanamounts then due and owing hereunder. Partial prepayments pursuant to this subsection 4.4(a) shall be in an amount that would multiples of $1,000,000, provided that, notwithstanding the foregoing, any Loan may be permitted prepaid 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingits entirety.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right CP Issuer may, subject to Section 3.16, at any time and from time to time to time, prepay any Borrowingthe Revolving Loans then outstanding, in whole or in part, without premium or penalty, by giving upon at least three Working Days' irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) Liquidity Agent, in the case of prepayment Eurodollar Loans, upon at least two Business Days' irrevocable notice to the Liquidity Agent, in the case of any Eurodollar BorrowingC/D Rate Loans and by giving irrevocable notice to the Liquidity Agent not later than 10:00 a.m., 11:00 a.m. not less than three New York City time, on the date of such prepayment, in the case of Base Rate Loans, each such notice to specify (3i) Business Days prior to any the date and amount of such prepayment, (ii) in whether the case prepayment is of any prepayment of any Eurodollar Loans, C/D Rate Loans, Base Rate BorrowingLoans, not less than one Business Day prior or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to the date of such prepayment, each and (iii) in the case original amount of Swingline Borrowingsthe Revolving Loan or Revolving Loans which are to be prepaid and the date or dates such Revolving Loan or Revolving Loans were made, prior to 11:00 a.m. 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 date of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaidsame day. Upon receipt of any such notice, the Administrative Liquidity Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentBank thereof. If any such notice is given, the aggregate amount CP Issuer will make the prepayment specified in therein, and such notice prepayment shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so 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 2.20prepaid. Each partial prepayment of any Loan the Loans pursuant to this paragraph (other than a Swingline Loana) shall be in an amount equal to $5,000,000 or a greater whole multiple of $1,000,000; provided that would be permitted unless the Eurodollar Loans or C/D Rate Loans comprising any Tranche are prepaid 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. Each full, no prepayment of a Borrowing shall be applied ratably 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 such Borrowingany Tranche shall be less than $5,000,000.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than prior to 2:00 P.M., New York City time at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any 2:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such prepaymentlater time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify, (ii) 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 prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an a minimum amount that would of $1,000,000 and integral multiples of $500,000 in excess thereof; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowing, it in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any 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 prepaymentABR Loans). Each such Such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if a combination thereof, the principal amount of each Borrowing or portion thereof allocable to be prepaideach. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans 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, such order as the Borrower shall also pay all amounts required may direct. Partial prepayments pursuant to Section 2.20. Each partial prepayment of any Loan (other than a Swingline Loanthis subsection 3.4(a) shall be in an amount that would multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term Loans may be permitted prepaid 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingtheir entirety.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Loans made to prepay any Borrowingit, in whole or in part, subject to subsection 3.12, without premium or penalty, upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingTerm SOFR Loans), 11:00 a.m. not less than three (3) Business Days and prior to any 2:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans). Such notice shall specify (i) the date and amount of prepayment, (ii) in the case Tranche or Tranches of any prepayment of any Base Rate BorrowingLoans to be prepaid (and, not less if more than one Business Day prior Tranche is to be prepaid, the date allocation of such prepaymentprepayment among such Tranches), and (iii) in whether the case prepayment is of Swingline BorrowingsTerm SOFR Loans, 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 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 each Borrowing 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 portion thereof prior to be prepaidthe specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with (if a Term SOFR Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount so prepaid. Partial prepayments of Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in accordance with Section 2.14(d); providedits entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, that if the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required 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 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 Section 2.20this 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 Initial Term Loans being prepaid. Each partial 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 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 Loan 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 (other than including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial Term Loans) that results in a Swingline LoanRepricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall be in an amount that would be permitted in the case of an advance of receive a Revolving Borrowing fee equal to 1.00% of the same Type principal amount of the Initial Term Loans of such Lender assigned to a replacement Lender pursuant to Section 2.2 subsection 10.1(g) or in 10.1(h). If at any time after the case Sixth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of a Swingline Loan Incremental B-2019 Term Loans is replaced pursuant to Section 2.5subsection 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). Each prepayment of a Borrowing shall be applied ratably 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 comprising 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 BorrowingLender (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 A Borrower shall have the right may at any time and ---------------------------------- from time to time to prepay any Borrowingthe Loans, in whole or in part, without premium or penalty, by giving upon irrevocable written notice (or telephonic notice promptly confirmed in writing) delivered to the Administrative Agent no later than (i) 11:00 A.M., New York City time, three Business Days prior thereto, in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans, and no later than 11:00 a.m. not less than three (3) A.M., New York City time, one Business Days Day prior to any such prepaymentthereto, (ii) in the case of any prepayment of any Base Rate BorrowingABR Loans, 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 which notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and whether the principal amount prepayment is of each Borrowing Eurocurrency Loans or portion thereof 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 be prepaidSection 2.18. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected relevant Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than the last day prepaid. Partial prepayments 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) Revolving Loans shall be in 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 $100,000 or a whole multiple thereof. To the extent that would be permitted at any time (by virtue of changes in the case of an advance of a Revolving Borrowing Exchange Rate or otherwise) the aggregate principal amount of the same Type pursuant to Section 2.2 or Loans and Letters of Credit outstanding shall exceed the Total Revolving Commitments then in effect, the case Borrowers shall make prompt repayment of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably the Loans to the Loans comprising extent of such Borrowingexcess.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may, at any time and from time to time to time, prepay any Borrowingthe Loans, in whole or in part, without premium or penalty, by giving upon at least one Business Days prior irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of a prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3) the Revolving Credit Loans and at least five Business Days prior irrevocable notice to any such prepayment, (ii) the Agent and the holders of the Term Loans in the case of any a prepayment of any 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 BorrowingLoans, not less than one Business Day prior to the date of such prepaymentor a combination thereof, and (iii) in the case of Swingline Borrowingsand, 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 if a combination thereof, the principal amount of each Borrowing or portion thereof allocable to be prepaideach. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with any amounts payable pursuant to Section 3.13 and, in the case of prepayments of the Term Loans, accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than prepaid. Prepayments of the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required Revolving Credit Loans pursuant to Section 2.20this subsection 3.7(a) shall not reduce the Revolving Credit Commitments. Each partial prepayment of any Loan (other than a Swingline Loan) Partial prepayments shall be in an aggregate principal amount that would be permitted of $1,000,000 or a whole multiple of $1,000,000 in the case excess thereof. Partial prepayments of an advance of a Revolving Borrowing of the same Type Term Loans pursuant to Section 2.2 or in this subsection 3.7(a) shall be applied (x) pro rata (based on outstanding principal amount) to the case of a Swingline Loan pursuant Tranche A Term Loans and the Tranche B Term Loans and (y) pro rata to Section 2.5the respective then remaining principal installments thereof. Each prepayment pursuant to this subsection 3.7(a) of a Borrowing Loans that are Eurodollar Loans shall be applied ratably to accompanied by accrued and unpaid interest on the Loans comprising such Borrowingamount prepaid.

Optional and Mandatory Prepayments. (a) The Borrower shall have Each of the right Borrowers may at any time and from time to time prepay the Loans made to prepay any Borrowingit 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, upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower Representative to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowingprior to 1:00 P.M., 11:00 a.m. not less than New York City time at least three (3) Business Days prior to any such prepayment, the date of prepayment (ii) in the case of any prepayment of any Base Rate BorrowingEurodollar Loans), not less than prior to 12:00 P.M., New York City time at least one Business Day prior to the date of such prepayment, and prepayment (iii) in the case of ABR Loans other than Swingline Borrowings, prior Loans) or same-day notice by the Borrower Representative to 11:00 a.m. on the date Administrative Agent (in the case of such prepayment(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 shall specify the proposed date amount of such 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 Borrowing or portion thereof to be prepaidof such Reimbursement Obligations. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Borrower shall also pay all amounts required Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section 2.20. Each partial prepayment shall (unless the Parent Borrower otherwise directs) be 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 Loan (other than a Swingline LoanReimbursement 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 4.4(a) shall be in an amount that would multiples of $1,000,000, as applicable, provided that, notwithstanding the foregoing, any Loan may be permitted prepaid 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingits entirety.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowingit, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than prior to 1:00 P.M., New York City time three Business Days (ior 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 prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any 12:00 P.M., New York City time at least one Business Day (or such prepaymentshorter 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). Such notice shall specify, (ii) 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 prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to such date on the amount so prepaid Subsection 4.12. Partial prepayments pursuant to this Subsection 4.4(a) shall be in accordance with Section 2.14(d)multiples of $1.0 million; provided, that if a Eurodollar Borrowing is notwithstanding the foregoing, any Term Loan may be 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Either Borrower shall have the right may at any time and from time to time to prepay any Borrowing, its Committed Rate Loans in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) but subject to the Administrative Agent no later than (i) provisions of subsection 2.14, upon at least three Working Days' irrevocable notice, in the case of prepayment of any Eurodollar BorrowingLoans, 11:00 a.m. not less than three (3) two Business Days prior to any such prepayment, (ii) Days' irrevocable notice in the case of any prepayment of any Base C/D Rate BorrowingLoans, not less than or one Business Day prior to the date of such prepayment, and (iii) Day's irrevocable notice in the case of Swingline BorrowingsABR Loans, prior in each case to 11:00 a.m. on the Administrative Agent, specifying the date and amount of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and whether the principal 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 each Borrowing or portion thereof prepayment allocable to be prepaideach. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentBank thereof. If such notice is given, the aggregate 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 designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid and any amounts payable pursuant to subsections 2.14 and 2.15. Except as provided in accordance with Section 2.14(d)the immediately following sentence, partial prepayments shall be in an aggregate principal amount of $5,000,000, or a whole multiple thereof; providedPROVIDED, HOWEVER, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable after giving effect thereto, the Borrower aggregate principal amount of all Committed Rate Loans made on the same Borrowing Date shall also pay all amounts required pursuant not be less than $25,000,000. Anything contained in this subsection 2.6 to Section 2.20. Each the contrary notwithstanding, partial prepayment prepayments of any Loan a Cancelled Bank's Loans in connection with the termination under subsection 2.13(a), (other than a Swingline Loanb) or (c), 2.16(c) or 2.17(b) of such Cancelled Bank's Commitment (in whole or in part) shall be in an amount that would equal to the principal amount of the Loans of such Bank being prepaid, notwithstanding the amount thereof, and shall be permitted in notwithstanding the case of an advance of a Revolving Borrowing provisions of the same Type pursuant to Section 2.2 foregoing proviso. Either Borrower may prepay Negotiated Rate Loans or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing Bid Loans on such terms as shall be applied ratably to mutually agreed upon between the Loans comprising such Borrowingrelevant Borrower and the relevant Bank.

Optional and Mandatory Prepayments. (a) The Subject to Section ---------------------------------- ------- 2.19, the Borrower shall have the right may, at any time and from time to time to prepay any Borrowingthe Loans, in ---- whole or in part, without premium or penalty, by giving irrevocable written notice upon at least three Business Days' (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3Loans) Business Days prior to any such prepayment, (ii) in irrevocable written notice or upon irrevocable written notice on the case of any prepayment of any 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 (otherwise) to the Agent, specifying the date and the principal amount of each Borrowing prepayment and whether the prepayment is of Eurodollar Loans, Alternate Base Rate Loans or portion thereof a combination thereof, and, if of a combination thereof, the amount allocable to be prepaideach. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with amounts, if any, payable pursuant to 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 and any outstanding fees and expenses, if any, then due and owing. Partial prepayments of the Revolving Credit Loans shall be applied to the Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so prepaid specifies in accordance its written notice to the Agent. Partial prepayments of the Term Loans shall be applied first, pro rata, to 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 Section 2.14(da concomitant reduction in the Revolving Credit Commitments); provided, provided that if any optional prepayment of the -------- Revolving Credit Loans shall not reduce the Revolving Credit Commitments unless the Borrower so specifies in a Eurodollar Borrowing is written notice to the Agent. Amounts prepaid on a date other than account of the last day of an Interest Period applicable thereto, Term Loans or to reduce the Borrower shall also pay all amounts required pursuant to Section 2.20Revolving Credit Commitments may not be reborrowed. Each partial prepayment of any Loan (other than a Swingline Loan) Partial prepayments shall be in an aggregate principal amount that would be permitted of $500,000 or a whole multiple of $100,000 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingexcess thereof.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. 2:00 p.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to 12:00 noon on the date of such prepayment, and (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 and prepayment, the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so 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, 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 installments as specified by the Borrower.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right Company may, subject to subsection 2.16, at any time and from time to time to time, prepay any Borrowingthe Committed Rate Loans and/or the Swing Line Loans then outstanding, in whole or in part, without premium or penalty, by giving and upon at least three Business Days' irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) Agent, in the case of prepayment Eurodollar Loans, upon at least two Business Days' irrevocable notice to the Agent, in the case of any Eurodollar BorrowingC/D Rate Loans and upon irrevocable notice to the Agent not later than 12:00 Noon, 11:00 a.m. not less than three New York City time, on the date of such prepayment, in the case of ABR Loans, each such notice to specify (3i) Business Days prior to any the date and amount of such prepayment, (ii) in whether the case prepayment is of any Eurodollar Loans, ABR Loans, C/D Rate Loans, or a combination thereof, and, if of a combination thereof, the principal amount of prepayment of any Base Rate Borrowing, not less than one Business Day prior allocable to the date of such prepayment, each 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 original principal amount of each Borrowing the Swing Line Loan, Swing Line Loans, Committed Rate Loan or portion thereof Committed Rate Loans which are to be prepaidprepaid 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 receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate 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 designated in such noticespecified therein, together (in the case of Eurodollar Loans or C/D Rate Loans) with accrued interest to such date on the amount so 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 2.20prepaid. Each partial prepayment of any Loan the Loans pursuant to this paragraph (other than a Swingline Loana) shall be in an amount equal to $2,500,000 or a greater whole multiple of $1,000,000; provided, that would be permitted unless the Eurodollar Loans or C/D Rate Loans comprising any Tranche are prepaid 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. Each full, no prepayment of a Borrowing shall be applied ratably 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 such Borrowingany Tranche shall be less than $5,000,000.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowing, it in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any 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 prepaymentABR Loans). Each such Such notice shall be irrevocable and shall specify the proposed date and amount of prepayment 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 and the principal amount among each Tranche of each Borrowing or portion thereof to be prepaidTerm Loans. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid prepaid. 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 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, which case such notice may be revoked by the Borrower shall also pay all amounts required (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.Partial prepayments of Term Loans pursuant to Section 2.20this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this subsection 3.4(a) shall be in an amount that would multiples of $1.0 million; provided that, notwithstanding the foregoing, theany Tranche of Term Loans may be permitted prepaid 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingtheirits entirety.

Optional and Mandatory Prepayments. (a) The Subject to SECTION 2.19, the Borrower shall have the right may, at any time and from time to time to prepay any Borrowingthe Loans, in whole or in part, without premium or penalty, by giving upon at least three Business Days' irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in Agent, specifying the case date and amount of prepayment and whether the prepayment is of any Eurodollar BorrowingLoans, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Alternate Base Rate BorrowingLoans or a combination thereof, not less than one Business Day prior and, if of a combination thereof, the amount allocable 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 each Borrowing or portion thereof to be prepaideach. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with any amounts payable pursuant to SECTION 2.19, accrued interest to such date on the amount prepaid that constitutes Eurodollar Loans and any outstanding fees and expenses then due and owing. Partial prepayments of the Revolving Credit Loans under this SECTION 2.9(a) shall be applied to the Revolving Credit Loans but shall not reduce the Revolving Credit Commitments unless the Borrower so prepaid specifies in accordance with Section 2.14(d); providedits 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, that to the scheduled installments of principal of the Term Loans in inverse order of maturity and SECOND, if a Eurodollar Borrowing is the Term Loans have been repaid in full, to the Revolving Credit Loans. Amounts prepaid on a date other than account of the last day of an Interest Period applicable thereto, Term Loans or to reduce the Borrower shall also pay all amounts required pursuant to Section 2.20Revolving Credit Commitments may not be reborrowed. Each partial prepayment of any Loan (other than a Swingline Loan) Partial prepayments shall be in an aggregate principal amount that would be permitted of $250,000 or a whole multiple of $100,000 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingexcess thereof.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowingit, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than prior to 1:00 P.M., New York City time three Business Days prior to the date of prepayment (i) in the case of prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any such prepayment1:00 P.M., (ii) in the case of any prepayment of any Base Rate Borrowing, not less than New York City time at least one Business Day prior to the date of such prepayment, and prepayment (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepaymentABR Loans). Each such Such notice shall be irrevocable specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and shall specify the proposed date of such prepayment and if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each Borrowing 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 portion thereof 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 be prepaidthe Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would multiples of $500,000; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowingit, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than prior to 1:00 P.M., New York City time three Business Days prior to the date of prepayment (i) in the case of prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any such prepayment12:00 P.M., (ii) in the case of any prepayment of any Base Rate Borrowing, not less than New York City time at least one Business Day prior to the date of such prepayment, and prepayment (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepaymentABR Loans). Each such Such notice shall be irrevocable specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and shall specify the proposed date of such prepayment and if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each Borrowing 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 portion thereof 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 be prepaidthe Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would multiples of $1.0 million; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Loans made to prepay any Borrowingit, in whole or in part, subject to subsection 3.12, without premium or penalty, upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingEurocurrencyTerm SOFR Loans), 11:00 a.m. not less than three (3) Business Days and prior to any 2:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans). Such notice shall specify (i) the date and amount of prepayment, (ii) in the case Tranche or Tranches of any prepayment of any Base Rate BorrowingLoans to be prepaid (and, not less if more than one Business Day prior Tranche is to be prepaid, the date allocation of such prepaymentprepayment among such Tranches), and (iii) in whether the case prepayment is of Swingline BorrowingsEurocurrencyTerm SOFR Loans, 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 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 each Borrowing 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 portion thereof prior to be prepaidthe specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with (if a EurocurrencyTerm SOFR Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 3.12 and accrued interest to such date on the amount so prepaid. Partial prepayments of Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in accordance with Section 2.14(d); providedits entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, that if the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required 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 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 Section 2.20this 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 Initial Term Loans being prepaid. Each partial 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 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 Loan 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 (other than including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial Term Loans) that results in a Swingline LoanRepricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall be in an amount that would be permitted in the case of an advance of receive a Revolving Borrowing fee equal to 1.00% of the same Type principal amount of the Initial Term Loans of such Lender assigned to a replacement Lender pursuant to Section 2.2 subsection 10.1(g) or in 10.1(h). If at any time after the case Sixth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of a Swingline Loan Incremental B-2019 Term Loans is replaced pursuant to Section 2.5subsection 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). Each prepayment of a Borrowing shall be applied ratably 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 comprising 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 BorrowingLender (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 shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. 2:00 p.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to 12:00 noon on the date of such prepayment, and (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 and prepayment, the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s 's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so 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 10.15. 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 installments as specified by the Borrower.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Loans made to prepay any Borrowingit, in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment ABR Loans). Such notice shall specify (i) the date and amount of any Base Rate Borrowingprepayment, not less and (ii) the Tranche or Tranches of Loans to be prepaid (and, if more than one Business Day prior Tranche is to be prepaid, the date allocation of such prepaymentprepayment among such Tranches), and (iii) in whether the case prepayment is of Swingline BorrowingsEurocurrency Loans, 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 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 each Borrowing 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 portion thereof prior to be prepaidthe specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in accordance with Section 2.14(d); providedits entirety. If at any time after the First Amendment Effective Date and on or prior to the six (6) month anniversary thereof, that if the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Incremental Term Loans pursuant to a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.0% of the aggregate principal amount of 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 Section 2.20. Each partial prepayment 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 Repricing Transaction, such Lender (other than a Swingline Loanand not any Person who replaces such Lender pursuant to subsection 10.1(f)) shall be in an amount that would be permitted receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium described 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingpreceding sentence.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Loans made to prepay any Borrowingit, in whole or in part, subject to subsection 3.12, without premium or penalty, upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three (3) Business Days and prior to any 2:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans). Such notice shall specify (i) the date and amount of prepayment, (ii) in the case Tranche or Tranches of any prepayment of any Base Rate BorrowingLoans to be prepaid (and, not less if more than one Business Day prior Tranche is to be prepaid, the date allocation of such prepaymentprepayment among such Tranches), and (iii) in whether the case prepayment is of Swingline BorrowingsEurocurrency Loans, 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 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 each Borrowing 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 portion thereof prior to be prepaidthe specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid. Partial prepayments of Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in accordance with Section 2.14(d); providedits entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, that if the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required to the Administrative Agent, for the ratable account of each Lender, a prepayment premium of 1.00% of the aggregate principal amount of 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 Section 2.20. Each partial prepayment subsection 10.1(g) or 10.1(h) in connection with any amendment of this Agreement (including in connection with any Loan refinancing transaction permitted under subsection 10.6(g) to replace the Initial Term Loans) that results in a Repricing Transaction, such Lender (other than a Swingline Loanand not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall be in an amount that would be permitted in the case of an advance of receive a Revolving Borrowing fee equal to 1.00% of the same Type principal amount of the Initial Term Loans of such Lender assigned to a replacement Lender pursuant to Section 2.2 subsection 10.1(g) 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 Borrowing10.1(h).

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Loans made to prepay any Borrowingit and the Reimbursement Obligations in respect of Letters of Credit issued for its account, in whole or in part, without premium or penalty, upon at least three Business Days' irrevocable notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment Eurodollar Loans and Reimbursement Obligations) and at least one Business Day's irrevocable notice by the Borrower to the Administrative Agent (in the case of any Eurodollar BorrowingABR Loans other than Swing Line Loans) or same-day irrevocable notice by the Borrower to the Administrative Agent (in the case of Swing Line Loans), 11:00 a.m. not less than three (3) Business Days prior to any such prepaymentspecifying, (ii) in the case of any prepayment of any Base Rate BorrowingLoans, not less than one Business Day prior to the date and amount of such prepaymentprepayment and whether the prepayment is (i) of Term Loans, Revolving Credit Loans, or a combination thereof, and (iiiii) 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 Swingline Borrowingsany prepayment of Reimbursement Obligations, prior to 11:00 a.m. on 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 prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaidReimbursement Obligations. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) any amounts payable pursuant to subsection 4.12 and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); providedprepaid. Partial prepayments of (i) the Term Loans pursuant to this subsection shall be applied pro rata to the remaining installments, that if a Eurodollar Borrowing is prepaid on a date other than and (ii) the last day of an Interest Period applicable thereto, Revolving Credit Loans and the Reimbursement Obligations pursuant to this subsection shall (unless the Borrower shall also pay all amounts required otherwise directs) be applied, first, to payment of the 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 Section 2.20. Each partial prepayment of any Loan this subsection 4.4(a) (other than a Swingline Loanof Swing Line Loans) shall be in an aggregate principal amount that would be permitted of $1,000,000 or a whole multiple of $500,000 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingexcess thereof.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowingit, 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, upon at least three Business Days’ irrevocable notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to ABR Loans). Such notice shall specify (i) the date and amount of such 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) 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 allocation of such prepayment and the principal amount among each Tranche of each Borrowing or portion thereof to be prepaidTerm Loans. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid. 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. Partial prepayments of Term Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(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 accordance 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 Section 2.14(d); provided, any refinancing transaction permitted under subsection 10.6(g) to replace the Loans under any Tranche) that if results in a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial prepayment the Administrative Agent, for the ratable account of any each Extended Term Loan Lender, (other than a Swingline LoanI) shall be in an amount that would be permitted in the case of an advance clause (x) above, a prepayment premium of a Revolving Borrowing 1.0% of the same Type pursuant to Section 2.2 or aggregate principal amount of Extended Term Loans being prepaid and (II) in the case of clause (y) above, a Swingline 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 Section 2.5. Each prepayment subsection 10.1(e) in connection with any amendment of a Borrowing shall be applied ratably this Agreement (including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Loans comprising under any Tranche) that results in a Repricing Transaction, such BorrowingExtended 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 the prepayment premium described in the preceding sentence.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Loans made to prepay any Borrowingit, in whole or in part, subject to subsection 3.12, without premium or penalty, upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three (3) Business Days and prior to any 2:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans). Such notice shall specify (i) the date and amount of prepayment, (ii) in the case Tranche or Tranches of any prepayment of any Base Rate BorrowingLoans to be prepaid (and, not less if more than one Business Day prior Tranche is to be prepaid, the date allocation of such prepaymentprepayment among such Tranches), and (iii) in whether the case prepayment is of Swingline BorrowingsEurocurrency Loans, 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 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 each Borrowing 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 portion thereof prior to be prepaidthe specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid. Partial prepayments of Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in accordance with Section 2.14(d); providedits entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, that if the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required 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 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 Section 2.20this 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 Initial Term Loans being prepaid. Each partial 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 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 Loan 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 (other than including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial Term Loans) that results in a Swingline LoanRepricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall be in an amount that would be permitted in the case of an advance of receive a Revolving Borrowing fee equal to 1.00% of the same Type principal amount of the Initial Term Loans of such Lender assigned to a replacement Lender pursuant to Section 2.2 subsection 10.1(g) or in 10.1(h). If at any time after the case Sixth Amendment Effective Date and on or prior to the six month anniversary thereof any Lender of a Swingline Loan Incremental B-2019 Term Loans is replaced pursuant to Section 2.5subsection 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). Each prepayment of a Borrowing shall be applied ratably 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 comprising 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 BorrowingLender (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 shall have the right Borrowers may at any time and from time to time to prepay any Borrowingthe Loans, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower Representative to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowingprior to 1:00 P.M., 11:00 a.m. not less than New York City time at least three (3) Business Days (or such shorter period as may be agreed by the Administrative Agent in its reasonable discretion) prior to any the date of prepayment (in the case of Eurodollar Loans), prior to 12:00 P.M., New York City time at least one Business Day (or such prepaymentshorter 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). Such notice shall be irrevocable except as provided in Subsection 4.4(g). Such notice shall specify, (ii) in the case of any prepayment of Loans, 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. Any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of any Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall (subject to Subsection 4.4(g)) be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Borrower shall also pay all amounts required Revolving Credit Loans and the Reimbursement Obligations pursuant to this Section 2.20. Each partial prepayment shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Swingline Loans then outstanding, and second, to payment of the Revolving Credit Loans then outstanding, and third, to payment of any Loan (other than a Swingline LoanReimbursement Obligations then outstanding. Partial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would multiples of $1,000,000, as applicable, provided that, notwithstanding the foregoing, any Loan may be permitted prepaid 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingits entirety.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may, at any time and from time to time to time, prepay any Borrowingthe Loans, in whole or in part, without premium or penaltypenalty (except, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) with respect to Eurodollar Loans that are prepaid on a date other than the Administrative Agent no later than last day of the Interest Period with respect thereto, as provided under subsection 4.11), upon (i) in the case of prepayment prepayments of any Eurodollar BorrowingLoans, 11:00 a.m. not less than at least three Business Days' irrevocable notice (3which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile) Business Days prior to any such prepayment, the Administrative Agent and (ii) in the case of any prepayment prepayments of any Base Rate BorrowingABR Loans (other than Swing Line Loans), not less than one Business Day 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 such prepayment, and (iii) in the each case of Swingline Borrowings, prior to 11:00 a.m. on specifying the date and amount of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and whether the principal prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount of each Borrowing or portion thereof allocable to be prepaideach. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with any amounts payable pursuant to subsection 4.11 in connection therewith and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid. Amounts prepaid on a date other than account of the last day Term Loans may not be reborrowed and will be applied to the installments thereof in the scheduled order of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20maturity thereof. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments under this subsection 4.1(a) shall be in an amount that would be permitted be, in the case of Eurodollar Loans, in an advance aggregate principal amount of $1,000,000 or a Revolving Borrowing whole multiple of the same Type pursuant to Section 2.2 or $1,000,000 in excess thereof and in the case of ABR Loans, in an aggregate principal amount of $1,000,000 or a Swingline Loan pursuant to Section 2.5. Each prepayment whole multiple of a Borrowing shall be applied ratably to the Loans comprising such Borrowing$1,000,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right Borrowers may at any time and from time to time prepay the Term Loans made to prepay any Borrowingthem, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower Representative to the Administrative Agent no later than prior to 2:00 P.M., New York City time at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any 2:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such prepaymentlater time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify, (ii) 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 prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would multiples of $1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower shall have Each of the right Borrowers may at any time and from time to time prepay the Loans made to prepay any Borrowingit, in whole or in part, subject to Subsection 4.12, without premium or penalty, upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower Representative to the Administrative Agent no later than prior to 2:00 P.M., New York City time at least three Business Days (ior 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 prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (3Loans) Business Days or prior to any 2:00 P.M., New York City time (or such prepaymentlater time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans). Such notice shall be irrevocable except as provided in Subsection 4.4(e). Such notice shall specify, (ii) in the case of any prepayment of any Base Rate BorrowingLoans, not less than one Business Day prior to the identity of the prepaying Borrower, the date and amount of such prepaymentprepayment and whether the prepayment is (i) of Revolving Credit Loans, and (iiiii) of Eurodollar Loans or ABR Loans, or a combination thereof, and, in the each case of Swingline Borrowingsif a combination thereof, 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 each Borrowing or portion thereof allocable to be prepaideach. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall (subject to Subsection 4.4(e)) be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto) any amounts payable pursuant to Subsection 4.12, the Borrower shall also pay all amounts required Revolving Credit Loans pursuant to this Section 2.20and shall (unless the Borrower Representative otherwise directs) be applied to payment of the Revolving Credit Loans then outstanding. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would be permitted multiples of $100,000 (in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or 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 Swingline Designated Foreign Currency other than Euro), as applicable; provided that, notwithstanding the foregoing, any Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall may be applied ratably to the Loans comprising such Borrowingprepaid in its entirety.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowingit, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b) or Subsection 4.5(c)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than prior to 1:00 P.M., New York City time three Business Days prior to the date of prepayment (i) in the case of prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any such prepayment1:00 P.M., (ii) in the case of any prepayment of any Base Rate Borrowing, not less than New York City time at least one Business Day prior to the date of such prepayment, and prepayment (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. on the date of such prepaymentABR Loans). Each such Such notice shall be irrevocable specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and shall specify the proposed date of such prepayment and if a combination thereof, the principal amount allocable to each, the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans or a combination thereof, and, in each Borrowing 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 portion thereof 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 be prepaidthe Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would multiples of $500,000; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably accompanied by the payment of 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 Loans comprising such BorrowingExtension Amendment No. 1 Effective Date in connection 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 shall have Subject to Section 3.02, the right Company may, at any time and or from time to time by irrevocable notice to the Agent, not later than 11:00 a.m. (Houston time) (i) one Business Day prior to a prepayment of any CD Loan, (ii) three Business Days prior to a prepayment of any Offshore Loan, or (iii) on the Business Day of a prepayment of any Base Loan, ratably prepay any Borrowing, Loans in whole or in part, without premium in minimum amounts of $5,000,000 or penaltyany multiple of $1,000,000 in excess thereof. Such notice of prepayment shall specify the date and amount of such prepayment, by giving irrevocable written notice (whether the Loans to be prepaid are Revolving Loans or telephonic notice Swingline Loans, the Type(s) of any Loans to be prepaid and the specific Borrowing or Borrowings pursuant to which such Loans were made. The Agent will promptly confirmed in writing) to the Administrative Agent no later than (i) notify each Bank, in the case of the prepayment of any Eurodollar BorrowingRevolving Loans, 11:00 a.m. not less than three (3) Business Days prior to any such prepaymentor the Swingline Bank, (ii) in the case of any the prepayment of any Base Rate BorrowingSwingline Loans, 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 each Borrowing or portion thereof to be prepaid. Upon its receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share Bank's Commitment Percentage of any such prepayment, as applicable. If such notice is givengiven by the Company, the aggregate Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to each such date on the amount so prepaid of Offshore Loans prepaid.(b) Immediately upon the occurrence 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 Agent shall at the request of, and may with the consent of, the Majority Banks, in accordance their sole and absolute discretion, (i) by notice to the Company pursuant to Section 10.02, declare the outstanding principal amount of all Loans, together with accrued interest, amounts payable pursuant to Section 2.14(d)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, that however, that, notwithstanding the foregoing sentence, if a Eurodollar Borrowing 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 prepaid 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 a date such date.(d) Any mandatory prepayment under subsection (b) or (c) of this Section shall be made by the Company without presentment, demand, protest or 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 notice of any Loan kind, except as provided in subsection (other than a Swingline Loan) shall be in an amount that would be permitted in b), all of which are expressly waived by 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.Company.2.10

Optional and Mandatory Prepayments. (a) The Parent Borrower shall have the right may at any time and from time to time prepay the Loans made to prepay any Borrowingit 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, upon at least three Business Days’ notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Parent Borrower to the Administrative Agent no later than (i) in the case of prepayment (x) Eurocurrency Loans outstanding and (y) Reimbursement Amounts outstanding in the Designated Foreign Currency), or at least one Business Day’s notice by the Parent Borrower to the Administrative Agent (in the case of any Eurodollar Borrowing(x) ABR Loans and (y) Reimbursement Amounts outstanding in Dollars). Such notice shall specify, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) 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 Base Rate BorrowingIncremental Loans or any Extended Tranche and/or a combination thereof), not less than one Business Day prior and if a combination thereof, the principal amount allocable to each, the date and amount of such prepaymentprepayment and whether the prepayment is of Eurocurrency Loans, and (iii) 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 Swingline Borrowingsany 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 11:00 a.m. on the date of specified effective date) if such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 Section 4.12 and accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than prepaid. Partial prepayments of (1) the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required Tranche B Term Loans pursuant to this Section 2.20. Each partial prepayment of any Loan (other than a Swingline Loan4.4(a) shall be in an amount that would be permitted in applied pro rata to the case respective installments of an advance of a Revolving Borrowing of principal thereof or as otherwise directed by the same Type Parent Borrower, (2) the Tranche B-1 Term Loans pursuant to this Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing 4.4(a) shall be applied ratably pro rata to the respective installments of principal thereof or as otherwise directed by the Parent Borrower and (3, (3) the Tranche B-2 Term Loans comprising such Borrowing.pursuant to this Section 4.4(a) shall be applied pro rata to the respective installments of principal thereof or as otherwise directed by the Parent Borrower and (4) the Reimbursement Amounts pursuant to this Section

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans under any Term Loan Facility made to prepay any Borrowing, it in whole or in part, subject to subsection 3.12, without premium or penalty, in each case upon at least three Business Days’ notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three and at least one Business Day’s notice by the Borrower to the Administrative Agent (3) Business Days prior to any such prepayment, (ii) in the case of any ABR Loans). Such notice shall specify the applicable Term Loan facility and/or Tranche, the date and amount of prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of under the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentapplicable Term Loan Facility thereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid. Partial prepayments of Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in accordance with Section 2.14(d); providedits entirety. Notwithstanding anything in this subsection 3.4(a) to the contrary, if on or prior to the date that if 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 Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial the Administrative Agent, for the ratable account of each Lender, a prepayment premium 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 1.0% of the same Type pursuant to Section 2.2 aggregate principal amount of such Term B-2 Loans being prepaid. If, on or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably 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 Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Term B-2 Lender, a fee equal to 1.0% of the aggregate principal amount of such Term Loans comprising of such BorrowingLender outstanding immediately prior to the date of effectiveness of such Amendment.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowing, it in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any 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 prepaymentABR Loans). Each such Such notice shall be irrevocable and shall specify the proposed 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 and the principal amount among each Tranche of each Borrowing or portion thereof to be prepaidTerm Loans. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid prepaid. 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 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, which case such notice may be revoked by the Borrower shall also pay all amounts required (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Partial prepayments of Term Loans pursuant to Section 2.20this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this subsection 3.4(a) shall be in an amount that would multiples of $1.0 million; provided that, notwithstanding the foregoing, any Tranche of Term Loans may be permitted prepaid 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingits entirety.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans made to prepay any Borrowing, it in whole or in part, subject to subsection 3.12, without premium or penalty, in each case upon at least three Business Days’ notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three and at least one Business Day’s notice by the Borrower to the Administrative Agent (3) Business Days prior to any such prepayment, (ii) in the case of any ABR Loans).. Such notice shall specify the date and amount of prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid. Partial prepayments of Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in accordance with Section 2.14(d); providedits entirety. Notwithstanding anything in this subsection 3.4(a) to the contrary, if on or prior to the date that if is six months after the First Amendment Effective Date the Borrower makes an optional prepayment of the Term Loans pursuant to a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required 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 First 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. Notwithstanding anything in this 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 Section 2.20. Each partial a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium 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 1.0% of the same Type pursuant to Section 2.2 aggregate principal amount of Term Loans being prepaid. If, on or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably 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 comprising of such BorrowingLender outstanding immediately prior to the date of effectiveness of such Amendment.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right Borrowers may at any time and from time to time to prepay any BorrowingEurodollar Loans and Revolving Offshore Loans, in whole or in part, without premium or penaltypenalty except as specified in subsection 5.15, by giving upon at least four Banking Days' irrevocable written 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 (or telephonic which notice promptly confirmed must be received by the 47 41 Administrative Agent prior to 8:30 A.M., San Francisco time, on such Banking Day) and in writingthe case of Swing Line Loans on same day notice (which notice must be received by the Administrative Agent prior to 11:00 A.M., San Francisco time, on the date of repayment) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingAgent, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to specifying 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 each Borrowing or portion thereof to be prepaidprepayment. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected relevant Lender and, if such notice relates to a prepayment of Revolving Offshore Loans, the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentEuropean Payment Agent thereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with with, in the case of Eurodollar Loans and Offshore Currency Loans, any amounts payable pursuant to subsection 5.15 and accrued interest to such date on the amount so prepaid prepaid. Partial prepayments of the Term Loans shall be applied to the installments of principal thereof ratably in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is the then remaining amounts thereof. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments of Eurodollar Loans, Revolving Offshore Loans and Base Rate Loans shall be in a date other than principal amount, as to each such Type of Loan, of $5,000,000 (or the last day Offshore Currency Equivalent thereof, in the case of an Interest Period applicable theretoRevolving Offshore Loans) or a whole multiple of $1,000,000 (or 1,000,000 units in the relevant Eligible Offshore Currency, in the Borrower shall also pay all amounts required pursuant to Section 2.20case of Revolving Offshore Loans) in excess thereof. Each partial prepayment Partial prepayments of any Loan (other than a Swingline Loan) Swing Line Loans shall be in an aggregate principal amount that would of $500,000 or a whole multiple of $50,000 in excess thereof. Revolving Loans may not 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. Each prepayment of a Borrowing shall be applied ratably to the prepaid if any Swing Line Loans comprising are outstanding at such Borrowingtime.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right Borrowers may at any time and from time to time prepay the Term Loans made to prepay any Borrowingthem, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower Representative to the Administrative Agent no later than prior to 2:00 P.M., New York City time at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any 2:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such prepaymentlater time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify, (ii) 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 prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would multiples of $1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans under any Term Loan Facility made to prepay any Borrowing, it in whole or in part, subject to subsection 3.12, without premium or penalty, in each case upon at least three Business Days’ notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three and at least one Business Day’s notice by the Borrower to the Administrative Agent (3) Business Days prior to any such prepayment, (ii) in the case of any ABR Loans). Such notice shall specify the applicable Term Loan facility and/or Tranche, the date and amount of prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of under the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentapplicable Term Loan Facility thereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid. Partial prepayments of Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in accordance with Section 2.14(d); providedits entirety. Notwithstanding anything in this subsection 3.4(a) to the contrary, if on or prior to the date that if is six months after the FifthSixth Amendment Effective Date the Borrower makes an optional prepayment of the applicable Term Loans pursuant to a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial the Administrative Agent, for the ratable account of each appplicableapplicable Lender, a prepayment premium 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 1.0% of the same Type pursuant to Section 2.2 aggregate principal amount of such Term Loans being prepaid. If, on or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably 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 Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a fee equal to 1.0% of the aggregate principal amount of such Term Loans comprising of such BorrowingLender outstanding immediately prior to the date of effectiveness of such Amendment.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term A Loans and/or the Term B Loans made to prepay any Borrowing, it in whole or in part, subject to subsection 3.12, without premium or penalty, upon at least three Business Days’ irrevocable notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment Eurocurrency Loans outstanding, and at least one Business Day’s irrevocable notice by the Borrower to the Administrative Agent in the case of any Eurodollar BorrowingABR Loans outstanding. Such notice shall specify, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate BorrowingTerm Loans, not less than one Business Day prior to whether such prepayment is of a Term A Loan or a Term B Loan, as the case may be, the date and amount 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 whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount of each Borrowing or portion thereof allocable to be prepaideach. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); providedprepaid. The Borrower may prepay either Term A Loans or Term B Loans, that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoor both, the Borrower shall also pay all amounts required pursuant to Section 2.20this subsection 3.4, and such prepayment need not be ratable as between the Term A Loans and Term B Loans. Each partial Partial prepayments of 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 of such Term A Loans or Term B Loans, as the 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 the next twelve months, and then (to the extent of any Loan (other than a Swingline Loanremainder) pro rata to the remaining respective installments thereof. Partial prepayments pursuant to this subsection 3.4(a) shall be in an amount that would multiples of $1.0 million; provided that, notwithstanding the foregoing, the Term A Loans and the Term B Loans may be permitted prepaid 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingtheir entirety.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Term Loans under any Term Loan Facility made to prepay any Borrowing, it in whole or in part, subject to subsection 3.12, without premium or penalty, in each case upon at least three Business Days’ notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three and at least one Business Day’s notice by the Borrower to the Administrative Agent (3) Business Days prior to any such prepayment, (ii) in the case of any ABR Loans). Such notice shall specify the applicable Term Loan facility and/or Tranche, the date and amount of prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of under the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentapplicable Term Loan Facility thereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid. Partial prepayments of Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Term Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in accordance with Section 2.14(d); providedits entirety. Notwithstanding anything in this subsection 3.4(a) to the contrary, if on or prior to the date that if 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 Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required pursuant to Section 2.20. Each partial the Administrative Agent, for the ratable account of each appplicable Lender, a prepayment premium 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 1.0% of the same Type pursuant to Section 2.2 aggregate principal amount of such Term B-2 Loans being prepaid. If, on or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing shall be applied ratably 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 Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each applicable Term B-2 Lender, a fee equal to 1.0% of the aggregate principal amount of such Term Loans comprising of such BorrowingLender outstanding immediately prior to the date of effectiveness of such Amendment.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than prior to 2:00 P.M., New York City time at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any 2:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such prepaymentlater time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify, (ii) 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 prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an a minimum amount that would of $1,000,000 and integral multiples of $500,000 in excess thereof; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).

Optional and Mandatory Prepayments. (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. 2:00 p.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to 12:00 noon on the date of such prepayment, and (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 and prepayment, the principal amount of each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s 's Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so 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, 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 installments as specified by the Borrower. For the avoidance of doubt, 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 shall have the right may at any time and from time to time to prepay any Borrowing, the Loans in whole or in part, without premium or penaltypenalty (except as set forth in subsections 3.4(g) and 3.11 below), by giving upon at least three Business Days’ irrevocable written (except as otherwise provided below) notice (or telephonic which notice promptly confirmed in writingmust be received by the Administrative Agent prior to 12:00 Noon, New York City time) by the Borrower to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three Loans) or at least one Business Day’s irrevocable notice (3) Business Days which notice must be received by the Administrative Agent prior to any such prepayment12:00 Noon, New York City time) by the Borrower to the Administrative Agent (ii) in the case of ABR Loans), specifying, in the case of any prepayment of any Base Rate BorrowingLoans, not less than one Business Day prior to the date and amount 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 whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount of each Borrowing or portion thereof allocable to be prepaideach. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with any amounts payable pursuant to subsections 3.4(g) and (if a Eurodollar Loan is prepaid other than at the end of the Interest Period applicable thereto) 3.11 and accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid on a date other than prepaid. Partial prepayments of the last day Loans shall be applied to the remaining installments of an Interest Period applicable thereto, principal thereof as directed by the Borrower shall also pay all amounts required Borrower. Partial prepayments pursuant to Section 2.20. Each partial prepayment of any Loan (other than a Swingline Loanthis subsection 3.4(a) shall be in an aggregate principal amount that 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 any notice of prepayment under this subsection 3.4(a) if such prepayment would be permitted have resulted from a refinancing (and payment in the case of an advance of a Revolving Borrowing full) of the same Type pursuant to Section 2.2 Loans, which refinancing shall not be consummated or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of a Borrowing otherwise shall be applied ratably to the Loans comprising such Borrowingdelayed.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right Borrowers may at any time and from time to time prepay the Term Loans made to prepay any Borrowingthem, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower Representative to the Administrative Agent no later than prior to 2:00 P.M., New York City time at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingTerm SOFR Loans), 11:00 a.m. not less than three (3) Business Days or prior to any 2:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such prepaymentlater time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify, (ii) 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 prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower Representative (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Term SOFR Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an amount that would multiples of $1,000,000; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably accompanied by the payment of 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 Loans comprising such Borrowingdate that is six months after the Second Amendment Effective Date in an 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 shall have the right at any time and from time to time to prepay any Borrowing, in whole or in part, without premium or penalty, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. 2:00 p.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, not less than one Business Day prior to 12:00 noon on the date of such prepayment, and (iii) in the case of Swingline Borrowings, prior to 11:00 a.m. 2:00 p.m. on the date of such prepaymentprepayment 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 and prepayment, the principal amount of each Borrowing or portion thereof to be prepaidprepaid and the applicable Tranche thereof, if any. Upon receipt of any such notice, the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so 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 Non-Extended Revolving Commitment Termination Date shall be applied pro rata to the Non-Extended Revolving Commitments and the Extended Revolving Commitments.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time prepay the Loans made to prepay any Borrowingit, in whole or in part, subject to subsection 3.12, without premium or penalty, upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingEurocurrency Loans), 11:00 a.m. not less than three (3) Business Days and prior to any 2:00 P.M., New York City time (or such later time as may be agreed by the Administrative Agent in its reasonable discretion) on the date of prepayment (in the case of ABR Loans). Such notice shall specify (i) the date and amount of prepayment, (ii) in the case Tranche or Tranches of any prepayment of any Base Rate BorrowingLoans to be prepaid (and, not less if more than one Business Day prior Tranche is to be prepaid, the date allocation of such prepaymentprepayment among such Tranches), and (iii) in whether the case prepayment is of Swingline BorrowingsEurocurrency Loans, 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 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 each Borrowing 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 portion thereof prior to be prepaidthe specified effective date) if such condition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and is not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified 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 3.12 and accrued interest to such date on the amount so prepaid. Partial prepayments of Loans pursuant to this subsection 3.4(a) shall be applied to the respective installments of principal of such Loans in such order as the Borrower may direct. Partial prepayments pursuant to this subsection 3.4(a) shall be in multiples of $1.0 million; provided that, notwithstanding the foregoing, any Loan may be prepaid in accordance with Section 2.14(d); providedits entirety. If at any time after the Restatement Effective Date and on or prior to the six-month anniversary thereof, that if the Borrower pursuant to this subsection 3.4(a) makes an optional prepayment in full of the Initial Term Loans pursuant to a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable theretoRepricing Transaction, the Borrower shall also pay all amounts required 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 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 Section 2.20this 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 Initial Term Loans being prepaid. Each partial 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 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 Loan 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 (other than including in connection with any refinancing transaction permitted under subsection 10.6(g) to replace the Initial Term Loans) that results in a Swingline LoanRepricing Transaction, such Lender (and not any Person who replaces such Lender pursuant to subsection 10.1(g) or 10.1(h)) shall be in an amount that would be permitted in the case of an advance of receive 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing.fee equal to

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may, at any time and from time to time to time, prepay any Borrowingthe Loans, in whole or in part, without premium or penaltypenalty (except, by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) with respect to Eurodollar Loans that are prepaid on a date other than the Administrative Agent no later than last day of the Interest Period with respect thereto, as provided under subsection 4.11), upon (i) in the case of prepayment prepayments of any Eurodollar BorrowingLoans, 11:00 a.m. not less than at least three Business Days' irrevocable notice (3which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile) Business Days prior to any such prepayment, the Administrative Agent and (ii) in the case of any prepayment prepayments of any Base Rate BorrowingABR Loans (other than Swing Line Loans), not less than one Business Day 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 such prepayment, and (iii) in the each case of Swingline Borrowings, prior to 11:00 a.m. on specifying the date and amount of such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and whether the principal prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount of each Borrowing or portion thereof allocable to be prepaideach. Upon receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with any amounts payable pursuant to subsection 4.11 in connection therewith and, in the case of prepayments of the Term Loans only, accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that if a Eurodollar Borrowing is prepaid. Amounts prepaid on a date other than account of the last day Term Loans may not be reborrowed and will be applied to the installments thereof in the scheduled order of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.20maturity thereof. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments under this subsection 4.1(a) shall be in an amount that would be permitted be, in the case of Eurodollar Loans, in an advance aggregate principal amount of $10,000,000 or a Revolving Borrowing whole multiple of the same Type pursuant to Section 2.2 or $1,000,000 in excess thereof and in the case of ABR Loans, in an aggregate principal amount of $5,000,000 or a Swingline Loan pursuant to Section 2.5. Each prepayment whole multiple of a Borrowing shall be applied ratably to the Loans comprising such Borrowing$1,000,000 in excess thereof.

Optional and Mandatory Prepayments. (a) The Borrower shall have Each of the right Borrowers may at any time and from time to time prepay the Loans made to prepay any Borrowingit, in whole or in part, subject to Section 4.12, without premium or penalty, upon at least three Business Days’ notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the applicable Borrower to the Administrative Agent no later than (i) in the case of prepayment Eurocurrency Loans) or at least one Business Day’s notice by the applicable Borrower to the Administrative Agent (in the case of any Eurodollar BorrowingABR Loans). Such notice shall be irrevocable except as provided in Section 4.4(e). Such notice shall specify, 11:00 a.m. not less than three (3) Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate BorrowingLoans, not less than one Business Day prior to the identity of the prepaying Borrower, the date and amount 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 whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, in each case if a combination thereof, the principal amount of each Borrowing or portion thereof allocable to be prepaideach. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is given, the aggregate amount specified in such notice shall (subject to Section 4.4(e)) be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Eurocurrency Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.204.12. Each partial prepayment Partial prepayments of any Loan the Loans pursuant to this Section shall (unless the Parent Borrower otherwise directs) be applied, first, to payment of the Revolving Credit Loans then outstanding, and then, to all other than a Swingline Loanamounts then due and owing hereunder. Partial prepayments pursuant to this Section 4.4(a) shall be in an amount that would multiples of $1,000,000, provided that, notwithstanding the foregoing, any Loan may be permitted prepaid 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. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowingits entirety.

Optional and Mandatory Prepayments. (a) The Borrower shall have the right may at any time and from time to time to prepay any Borrowingthe Term Loans, in whole or in part, subject to Subsection 4.12, without premium or penaltypenalty (except as provided in Subsection 4.5(b)), upon notice by giving irrevocable written notice (or telephonic notice promptly confirmed in writing) the Borrower to the Administrative Agent no later than prior to 2:00 P.M., New York City time at least three Business Days (ior 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 prepayment of any Eurodollar BorrowingLoans), 11:00 a.m. not less than three (3) Business Days or prior to any 2:00 P.M., New York City time on the date of prepayment (in the case of ABR Loans) (or such prepaymentlater time as may be agreed by the Administrative Agent in its reasonable discretion). Such notice shall specify, (ii) 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 prepayment 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 Base Rate Borrowingevent specified therein (including the effectiveness of other credit facilities), not less than one Business Day in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the date of specified effective date) if 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 each Borrowing or portion thereof to be prepaidcondition is not satisfied. Upon the receipt of any such notice, notice the Administrative Agent shall promptly notify each affected Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepaymentthereof. If any such notice is givengiven and not revoked, the aggregate amount specified in such notice shall be due and payable on the date designated in such noticespecified therein, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.14(d); provided, that (if a Eurodollar Borrowing Loan is prepaid on a date other than at the last day end of an the Interest Period applicable thereto, the Borrower shall also pay all ) any amounts required payable pursuant to Section 2.20Subsection 4.12. Each partial prepayment of any Loan (other than a Swingline LoanPartial prepayments pursuant to this Subsection 4.4(a) shall be in an a minimum amount that would of $1,000,000 and integral multiples of $500,000 in excess thereof; provided that, notwithstanding the foregoing, any Term Loan may be permitted prepaid 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 2.5its 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 Borrowing Repricing Transaction shall be applied ratably to accompanied by the Loans comprising such Borrowingpayment of the fee required by Subsection 4.5(b).