Common use of Optional Prepayment Clause in Contracts

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,000. (b) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon prior written notice to the Administrative Agent received before 11:00 a.m., New York City time at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in advance of the prepayment date in the case of Eurodollar SOFR Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to in advance of the prepayment date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,0001,000,000 or, if less, the entire principal amount thereof then outstanding. (b) Optional prepayments of Loans shall be paid to the Lenders in accordance with their respective pro rata share of the outstanding Loans at the time. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by in the amount stated therein on the date stated therein; provided that any such a notice of prepayment may state that it such notice is conditioned on upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon prior written notice to the Administrative Agent received before 11:00 a.m., New York City time at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in advance of the prepayment date in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to in advance of the prepayment date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,0001,000,000 or, if less, the entire principal amount thereof then outstanding. (b) Optional prepayments of Loans shall be paid to the Lenders in accordance with their respective pro rata share of the outstanding Loans at the time. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by in the amount stated therein on the date stated therein; provided that any such a notice of prepayment may state that it such notice is conditioned on upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) 2.05 and Section 2.16 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon prior written notice to the Administrative Agent received before 11:00 a.m., New York City time at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in advance of the prepayment date in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to in advance of the prepayment date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,0001,000,000 or, if less, the entire principal amount thereof then outstanding. (b) Optional prepayments of Loans shall be paid to the Lenders in accordance with their respective pro rata share of the outstanding Loans at the time. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by in the amount stated therein on the date stated therein; provided that any such a notice of prepayment may state that it such notice is conditioned on upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b2.05(c), Section 2.05(d) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 500,000 and not less than $1,000,0002,000,000. (b) Optional prepayments of Term Loans shall be applied to the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11 as the Borrower may direct. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (other than in connection with a refinancing) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any BorrowingLoan, in whole or in part, upon at least three five Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent Lenders before 12:00 noon11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 1,000,000 and not less than $1,000,000. (b) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Loan by the amount stated therein on the date stated therein; provided provided, that any such notice delivered by the Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilitiesfinancing arrangements, in which case case, such notice may be revoked by the Borrower (by notice to the Administrative Agent Lenders on or before prior to the specified effective date) if such condition is not satisfied. .. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any BorrowingAdvance, in whole or in part, upon at least three Business Days’ prior without premium or penalty, by giving written or fax notice (or telephone telephonic notice promptly confirmed by written or fax noticein writing) to the Administrative Agent no later than (i) in the case of Eurodollar Loansany prepayment of any LIBOR Advance, or written or fax notice 11:00 a.m. not less than three (or telephone notice promptly confirmed by written or fax notice3) at least Banking Days prior to the date of such prepayment, (ii) in the case of any prepayment of any Base Rate Advance, not less than one Business (1) Banking Day prior to the date of prepayment such prepayment, and (iii) in the case of ABR Loansany prepayment of any Swingline Advance, prior to 11:00 a.m. on the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment date of such prepayment. Each such notice shall be in an amount that is an integral multiple of $250,000 irrevocable and not less than $1,000,000. (b) Each notice of prepayment shall specify the proposed date of such prepayment date and the principal amount of each Borrowing (Advance or portion thereof) 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 irrevocable due and shall commit the Borrower to prepay such Borrowing by the amount stated therein payable on the date stated thereindesignated in such notice, together with accrued interest to such date on the amount so prepaid; provided that if a LIBOR Advance 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 4.3. Each partial prepayment of any such notice may state that it is conditioned on the effectiveness Advance shall be in a minimum amount of other credit facilitiesOne Million Dollars ($1,000,000) (or, in which the case such notice may be revoked by the Borrower (by notice of a Swingline Advance, as set forth pursuant to the Administrative Agent on or before the specified effective date) if such condition is not satisfiedSection 3.3). All prepayments under this Section 2.12 Each prepayment of an Advance shall be subject applied ratably to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentsuch Advances.

Optional Prepayment. The Borrowers may, upon irrevocable written notice from the Lead Borrower to the Administrative Agent (a) The Borrower shall have the right such notice subject to Section 2.05(g)), at any time and or from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, to time voluntarily prepay any Borrowing, Term Loans in whole or in part, upon at least part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 12:00 p.m. (A) three (3) Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day Days prior to any date of prepayment of LIBOR Rate Loans and (B) on the date of prepayment in the case of ABR Base Rate Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial (ii) any prepayment of LIBOR Rate Loans shall be in an a principal amount that is an integral of $1,000,000 or a whole multiple of $250,000 500,000 in excess thereof; and not less than (iii) any prepayment of Base Rate Loans shall be in a minimum principal amount of $1,000,000. (b) 100,000 or a whole multiple of $100,000 in excess thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereofsuch prepayment and the Class(es) and Type(s) of Term Loans to be prepaid and, if LIBOR Rate Loans, the Interest Period(s) of such Term Loans and the order of the Term Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be irrevocable due and shall commit the Borrower to prepay such Borrowing by the amount stated therein payable on the date stated specified therein; provided that any such notice may state that it is conditioned on the effectiveness . Any prepayment of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 a LIBOR Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Term Loans of the Lenders as specified by the Borrowers in their sole discretion (as to the Class of Term Loans and the order of maturity of principal amount prepayments) and such prepayment shall be paid to be prepaid to but excluding the date of paymentapplicable Lenders in accordance with their respective Pro Rata Share.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon at least (i) in the case of Eurodollar Borrowings, three Business Days’ ' or (ii) in the case of ABR Borrowings (other than Swingline Loans) one Business Day's prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) to the Administrative Agent (and in the case of Eurodollar Swingline Loans, or written or fax notice the Swingline Lender) before 11:00 a.m., New York City time (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment or, in the case of ABR Loansany prepayment of a Swingline Loan, to the Administrative Agent before not later than 12:00 noon, New York City time, on the date of prepayment); provided, however, that each partial prepayment shall be in an amount that is an integral multiple would be permitted in the case of $250,000 and not less than $1,000,000the advance of a Borrowing of the same type as provided in Section 2.02. (b) Each optional prepayment of Term Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,000. (b) Optional prepayments of Loans made prior to the fourth anniversary of the Closing Date shall be accompanied by the Applicable Prepayment Fee. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice delivered by the Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilitiesfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty, except as provided in Section 2.12(b). All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one on the Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon1:00 p.m., New York City time; provided, however, that (i) each partial prepayment of a Borrowing shall be in an amount that is an integral multiple of $250,000 500,000 and not less than $1,000,0001,000,000 and (ii) at the election of the Borrower in connection with any prepayment of Loans pursuant to this Section 2.12(a), such prepayment shall not, so long as no Event of Default then exists, be applied to any Loan of a Defaulting Lender. (b) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable unless conditioned upon a refinancing, in which case it shall still be subject to Section 2.16, and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 (other than prepayments of ABR Loans that are not made in connection with the termination or permanent reduction of the Commitments) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon prior written notice to the Administrative Agent received before 11:00 a.m., New York City time at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in advance of the prepayment date in the case of Eurodollar SOFR Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to in advance of the prepayment date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,0001,000,000 or, if less, the entire principal amount thereof then outstanding. (b) Optional prepayments of Loans shall be paid to the Lenders in accordance with their respective pro rata share of the outstanding Loans at the time. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by in the amount stated therein on the date stated therein; provided that any such a notice of prepayment may state that it such notice is conditioned on upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b2.05(d) and Section 2.16 but shall otherwise be without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 1,000,000 and not less than $1,000,0003,000,000 or, if less, the entire principal amount thereof then outstanding. (b) Optional prepayments of Term Loans shall be paid to the Term Lenders in accordance with their respective pro rata share of the outstanding Term Loans at the time. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such a notice of prepayment may state that it such notice is conditioned on upon the effectiveness of other credit facilities, indentures or similar agreements or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any BorrowingLoan, in whole or in part, upon at least three five Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 1,000,000 and not less than $1,000,000. (b) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Loan by the amount stated therein on the date stated therein; provided provided, that any such notice delivered by the Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilitiesfinancing arrangements, in which case case, such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. .. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 500,000 and not less than $1,000,0002,000,000. (b) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable (other than in connection with a refinancing) and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 2.11 shall be subject to Section 2.05(b) and Section 2.16 2.15 but otherwise without premium or penalty. All prepayments under this Section 2.12 2.11 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of paymentpayment which may be paid from the Escrow Interest Account as otherwise provided in this Agreement.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, to prepay any Borrowing, Advances may be prepaid in whole or in partpart at the option of the Borrower at any time by delivering a Notice of Reduction (which notice shall include a Borrowing Base Certificate giving pro forma effect to the relevant prepayment) to the Administrative Agent, upon the Collateral Agent and the Lenders no later than at least three one Business Days’ prior written Day, or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loansany prepayment in whole, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one three (3) Business Day Days, prior to such prepayment. Upon any prepayment (x) in part, the date Borrower shall also pay all accrued and unpaid costs and expenses of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noonand the Lenders required to be paid pursuant to Section 12.07 related to such prepayment and (y) in whole, New York City timethe Borrower shall also pay in full all accrued and unpaid Yield and all accrued and unpaid costs and expenses of the Administrative Agent and the Lenders required to be paid pursuant to Section 12.07 related to such prepayment; providedand (z) if such prepayment occurs other than on a Payment Date, however, the Borrower shall pay any applicable Breakage Fees; provided that each partial prepayment no reduction in Advances outstanding shall be given effect unless sufficient funds have been remitted to pay all such amounts in an amount that is an integral multiple of $250,000 and not less than $1,000,000.full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.16 (b) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereofa) to be prepaid, the pro rata reduction of Advances Outstanding. Any notice relating to any repayment pursuant to this Section 2.16(a) shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated thereinirrevocable; provided that any such notice may state that it such notice is conditioned on upon the effectiveness of other credit facilitiesevents, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ ' prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day on or prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 1,000,000 and not less than $1,000,0003,000,000. (b) Optional prepayments of Term Loans shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a). (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice may state that it is conditioned on the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments of Eurodollar Loans under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be being prepaid to but excluding the date of payment. Interest on any ABR Loan prepaid under this Section 2.12 shall be paid on the next Interest Payment Date applicable to such Loan that follows the date of such prepayment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any Borrowing, in whole or in part, upon at least three Business Days’ prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent before 12:00 noon11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 and not less than $1,000,000. (b) Optional prepayments of Loans shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11. (c) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing by the amount stated therein on the date stated therein; provided that any such notice delivered by the Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilitiesfinancing arrangements, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or before prior to the specified effective date) if such condition is not satisfied. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Optional Prepayment. (a) The Borrower shall have the right at any time and from time to time, subject to the provisions of Section 2.05(b) and any restrictions contained in the First Lien Credit Agreement, time to prepay any BorrowingLoan, in whole or in part, upon at least three five Business Days’ ' prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) in the case of Eurodollar Loans, or prior written or fax notice (or telephone notice promptly confirmed by written or fax notice) at least one Business Day prior to the date of prepayment in the case of ABR Loans, to the Administrative Agent Lenders before 12:00 noon11:00 a.m., New York City time; provided, however, that each partial prepayment shall be in an amount that is an integral multiple of $250,000 1,000,000 and not less than $1,000,000. (b) Each notice of prepayment shall specify the prepayment date and the principal amount of each Borrowing Loan (or portion thereof) to be prepaid, shall be irrevocable and shall commit the Borrower to prepay such Borrowing Loan by the amount stated therein on the date stated therein; provided provided, that any such notice delivered by the Borrower may state that it such notice is conditioned on upon the effectiveness of other credit facilitiesfinancing arrangements, in which case case, such notice may be revoked by the Borrower (by notice to the Administrative Agent Lenders on or before prior to the specified effective date) if such condition is not satisfied. .. All prepayments under this Section 2.12 shall be subject to Section 2.05(b) and Section 2.16 but otherwise without premium or penalty. All prepayments under this Section 2.12 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.