Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans of any Class, in whole or in part, without premium or penalty, upon irrevocable notice in such form as may be approved by the Administrative Agent (except including any form on an electronic platform or electronic transmission system as otherwise provided below) shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer, delivered to the Administrative Agent no later than 12:00 Noon1:00 P.M., New York City time, at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the Class of Loans being prepaid and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 2.8(a) shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or a whole multiple of $500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class pursuant to this Section 2.8(a) shall be applied to the Loans of such Class of each Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such Lender.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltypenalty (except as set forth in Section 4.1(d) below), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.204.11; provided, further, that such notice to prepay may be contingent on the Loans delivered by occurrence of a refinancing or the Borrower may state that such notice is conditioned upon the effectiveness consummation of a sale, transfer, lease or other credit facilities or a Change in Control, in either case, which such notice Disposition of assets and may be revoked by or the Borrower (by further notice to termination date deferred if the Administrative Agent on refinancing or prior to the specified effective date) if such condition is sale, transfer, lease or other Disposition of assets does not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofoccur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, penalty (except in the case of Tranche B Term Loans as otherwise provided in paragraph (b) below) upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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.

Optional Prepayments. The On any date on or after the Closing Date, Borrower and any relevant Subsidiary Borrower may at any time and may, from time to time on any Business Day, subject to payment of the Prepayment Premium or Exit Fee (if any) as set forth in Section 2.06, voluntarily prepay the Loans, any outstanding Advances in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise together with all amounts due pursuant to Sections 2.04(c) and 2.10; provided below) that the Borrower shall have delivered to the Administrative Agent written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B hereto by no later than 12:00 Noon, New York City time, three 1:00 p.m. at least two (2) Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on to the day of such prepayment, in the case . Any Notice of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered Prepayment received by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent after 1:00 p.m. shall be deemed received on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofnext Business Day. Upon receipt of any such notice Notice of Prepayment, the Administrative Agent shall promptly promptly, but in any event, no later than 1:00 p.m. at least one (1) Business Day prior to the date of such prepayment, notify each relevant Lender thereofLender. If any Each such Notice of Prepayment shall be irrevocable and effective upon the date received and shall be dated the date such notice is given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each prepayment of any Advance by the Borrower pursuant to this Section 2.05(a) shall in each case be in a principal amount of at least $500,000 or, if less, the entire outstanding principal amount of the Advances of the Borrower. If a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (including, together with (except but not limited to, any Prepayment Premium or Exit Fee). The Borrower shall make the payment amount specified in such notice by wire transfer of immediately available funds by 11:00 a.m. on the date of prepayment to the account of the Administrative Agent, which will hold the funds on behalf of the Lenders. To the extent payment was made to the Administrative Agent, the Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the case amount of Revolving Loans each Lender’s Percentage of the payment amount by wire transfer to such Lender’s account. Any funds for purposes of a voluntary prepayment received by the Administrative Agent after 11:00 a.m. shall be deemed received on the next Business Day. For the avoidance of any doubt, the Borrower may only provide a Notice of Prepayment to prepay Advances that are ABR Loans and Swingline Loans) accrued interest to such date outstanding on the amount prepaid. Partial prepayments date such Notice of Term Loans Prepayment is delivered and Revolving Loans shall be in an aggregate principal amount may not provide a Notice 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 thereofPrepayment to prepay any future Advances.

Optional Prepayments. The (i) At its option, the Borrower may, upon notice of at least one Business Day to the Administrative Agent in the case of Base Rate Loans or notice of at least three Business Days to the Administrative Agent in the case of LIBOR Loans, prepay without premium or penalty (except as expressly set forth in Section 2.13) the Loans in any Borrowing under any Facility selected by the Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or all accrued but unpaid interest thereon in part, without premium or penaltyin a minimum principal amount of, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noonin Section 2.06(b)(ii), New York City time$5,000,000 or an integral multiple of $1,000,000 in excess thereof, three Business Days prior thereto, or in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of whole. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the Facility in respect of which such prepayment shall be made; provided that if such prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid to be made on any day other than on the last day of the Interest Period applicable theretoto such LIBOR Loan, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant be subject to the payments required by Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that 2.13. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingBorrower, the revocation of a termination notice Borrower shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. If no Event of Default has occurred and is continuing, together with (except in all prepayments under this Section 2.06(b) which are applied to reduce the case principal amount of the Revolving Loans that are ABR and Swing Line Loans shall be applied to the Revolving Loans and Swingline Swing Line Loans as directed by the Borrower. If the Borrower fails to direct the application of any such prepayments, such prepayments shall be applied first to the accrued but unpaid interest on and then any principal of the Swing Line Loans until paid in full, second to the accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full, and shall, in each case, to the extent possible, be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans) accrued interest ; provided that if an Event of Default has occurred and is continuing at the time any such prepayment is made, the Revolving Lenders shall apply such prepayments to such date on Obligations as the amount prepaidAdministrative Agent may determine in its discretion which determination shall be effective as to all Revolving Lenders (but for regulatory purposes, the Revolving Lenders may apply such payments internally as they shall determine). Partial prepayments Each prepayment pursuant to this Section 2.06(b) of Term Loans and Revolving Loans shall be in an aggregate principal amount applied to the installments of $1,000,000 or such Facility on a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofpro rata basis.

Optional Prepayments. The Borrower and any relevant Subsidiary Either Borrower may at any time and from time to time prepay the Loans, its Committed Rate Loans in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered but subject to the Administrative Agent no later than 12:00 Noonprovisions of subsection 2.14, New York City time, upon at least three Business Days prior theretoWorking Days’ irrevocable notice, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, or one Business Day’s irrevocable notice in the case of ABR Loans, which notice shall specify in each case to the Administrative Agent, specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or its Eurodollar Loans, ABR Loans; provided, that or a combination thereof, and if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount of prepayment allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender Bank thereof. If any such notice is given, the Borrower delivering such notice shall make such prepayment, and the payment of the amount specified in such notice shall be due and payable payable, on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidprepaid and any amounts payable pursuant to subsections 2.14 and 2.15. Partial Except as provided in the immediately following sentence, partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 5,000,000, or a whole multiple thereof; provided, however, that after giving effect thereto, the aggregate principal amount of all Committed Rate Loans made on the same Borrowing Date shall not be less than $25,000,000. Partial Anything contained in this subsection 2.6 to the contrary notwithstanding, partial prepayments of Swingline a Cancelled Bank’s Loans in connection with the termination under subsection 2.13(a), (b) or (c), 2.16(c) or 2.17(b) of such Cancelled Bank’s Commitment (in whole or in part) shall be in an aggregate amount equal to the principal amount of $100,000 the Loans of such Bank being prepaid, notwithstanding the amount thereof, and shall be permitted notwithstanding the provisions of the foregoing proviso. Either Borrower may prepay Negotiated Rate Loans or a whole multiple thereofBid Loans on such terms as shall be mutually agreed upon between the relevant Borrower and the relevant Bank.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans (other than Competitive Loans), in whole or in part, without premium or penaltypenalty (subject to Section 2.09(c)), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent Agent, (i) no later than 12:00 Noon11:00 a.m., New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Loans and (ii) no later than 12:00 Noon11:00 a.m., New York City time, on the day date of such prepayment, the proposed repayment in the case of ABR Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurocurrency Loans or ABR Base Rate Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; 2.21, provided, further, that such a notice to prepay the Loans delivered by the Borrower of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change in of Control), in either case, which case such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) Company if such condition is not satisfied. Notwithstanding satisfied prior to the foregoing, stated effective date of the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender or reduction set forth in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofsuch notice. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice is revoked as contemplated above), together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans of any Class shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans Notwithstanding the foregoing, the Borrowers shall be in an aggregate principal amount of $100,000 or a whole multiple thereofnot have the right to prepay any Competitive Loans.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, p.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days prior theretobefore each LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and 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 1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple thereofof $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower in the event such condition is not satisfied (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, p.m. (i) on the same Business Day as the prepayment of a Base Rate Loan and a Swingline Loan and (ii) at least three Business Days prior theretobefore the prepayment of a LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and 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 $100,000 500,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $3,000,000 or a whole multiple thereofof $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all or any portion of the Revolving Credit Facility or Swingline Facility with the proceeds of such refinancing or of any Incurrence of Indebtedness or the receipt of Net Cash Proceeds of any Asset Disposition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing, Incurrence or receipt and may be revoked by the Borrower in the event such refinancing is not consummated or such Net Cash Proceeds are not received (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided below) herein, including Section 2.3(e)), upon irrevocable notice delivered to the Administrative Agent Agent, no later than 12:00 Noonnoon, New York City time, at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon, New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Revolving Credit Loans or ABR Term Loans and whether of Eurodollar Loans or Base Rate Loans; provided that such notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing, any public offering or any merger, acquisition or divestiture, in which case such notice may be revoked by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied (it being understood and agreed that the foregoing shall not impair or otherwise limit or reduce the Borrower’s obligation to indemnify and hold harmless Lenders pursuant to Section 2.19(b) in connection with any such default in making any prepayment as specified in a notice of borrowing that is later revoked); provided, further, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.19. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving prepayments of Base Rate Loans that are ABR Loans and Swingline Revolving Credit Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial Voluntary prepayments of Swingline Term Loans shall be applied in an aggregate direct order of maturity against the remaining scheduled installments of principal amount due, pro rata, in respect of $100,000 the Tranche A Term Loans, the Tranche B Term Loans, any Other Term Loans and any applicable Extended Term Loans (except to the extent that any Loan Modification Offer for any Extended Term Loans provides that such Extended Term Loans shall participate on a lesser basis or a whole multiple thereofnot at all) under Sections 2.3(a), 2.3(b), 2.3(c) and under the applicable Loan Modification Offer, respectively.

Optional Prepayments. (i) The Borrower and any relevant Subsidiary Borrower may Borrowers may, upon notice to the Administrative Agent by the Parent Borrower, at any time and or from time to time voluntarily prepay the Loans, any Borrowing of any Class in whole or in part, part without premium or penalty, upon irrevocable notice penalty (except as otherwise set forth in Section 2.05(a)(iv)); provided belowthat (1) delivered to such notice must be received by the Administrative Agent no not later than 12:00 Noon1:00 p.m., New York City time, time (A) three (3) Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans (or, in the case of a Eurocurrency LoansRate Loan denominated in a Revolving Alternative Currency, and no not later than 12:00 Noon1:00 p.m., New York City timeLocal Time, three (3) Business Days before any date of prepayment) and (B) on the day date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof, in each case, the entire principal amount thereof then outstanding; provided, further, that prior to the Closing Date the Borrowers may not prepay Term B Loans from Escrow Property unless, after giving effect to the release of Escrow Property to fund such prepayment, the remaining Escrow Property would be sufficient (without reinvestment) to pay all scheduled interest on the remaining Term B Loans on the next scheduled Interest Payment Date and, without duplication, the prepayment price of the remaining Term B Loans on such Interest Payment Date pursuant to Section 2.09(b)(ix), (it being understood that, if the Borrowers deliver evidence to the Administrative Agent that such condition would be satisfied after giving effect to a release of Escrow Property pursuant to a Partial Prepayment Notice (as defined in the case of ABR LoansEscrow Agreement) and the Borrowers request that the Administrative Agent deliver such Partial Prepayment Notice to the Escrow Agent, which the Administrative Agent shall deliver such Partial Prepayment Notice to the Escrow Agent and shall apply the Escrow Property received in connection therewith to prepay Term B Loans pursuant to this Section 2.05(a)). Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurocurrency Loans or ABR Loans; providedto be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that amount of such notice to prepay the Loans delivered by the Borrower may state that Lender’s Applicable Percentage of such prepayment. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingParent Borrower, the revocation of a termination notice Borrowers shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Parent Borrower (except in it being understood and agreed that if the case Parent Borrower does not so direct at the time of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on prepayment, such prepayment shall be applied against the amount prepaid. Partial prepayments scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and Revolving Loans shall be paid to the Appropriate Lenders 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 thereofaccordance with their respective Applicable Percentages.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltypenalty (except as otherwise provided in clause (b) below), upon irrevocable notice (except as otherwise provided in clause (a)(iii) below) delivered to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, thereto (or such later time as the Administrative Agent may permit in its sole discretion) in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon11:00 A.M., New York City time, on one Business Day prior thereto (or such later time as the day of such prepayment, Administrative Agent may permit in its sole discretion) in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or ABR Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided, that (i) if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided2.21, further, that (ii) no prior notice is required for the prepayment of Swing Line Loans and (iii) if such a notice to prepay the Loans delivered by the Borrower may state of prepayment expressly states that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a Change in Controlspecified transaction, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereofof $500,000 in excess thereof (or such lesser amount or integral to repay such Loan in full). Partial prepayments of Swingline Swing Line Loans and Revolving Credit Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofof $50,000 in excess thereof (or such lesser amount or integral to repay such Loan in full).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time time, without premium or penalty, to prepay the Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered delivery to the Administrative Agent no of a Notice of Prepayment not later than 12:00 Noon, New York City time, p.m. (i) on the same Business Day as the prepayment of a Base Rate Loan and (ii) at least three Business Days prior theretobefore the prepayment of a LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment repayment, whether the repayment is of LIBOR Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and whether the prepayment repayment is of Eurocurrency Loans the Initial Term Loan, an Incremental Term Loan or ABR Loans; provideda combination thereof, that and if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence combination thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case allocable to each. Each optional prepayment of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments any Class of Term Loans and Revolving Loans hereunder shall be in an aggregate principal amount of at least $1,000,000 or a any whole multiple thereof. Partial prepayments of Swingline Loans $500,000 in excess thereof and shall be applied to the outstanding principal installments of the Initial Term Loan and, if applicable, any Incremental Term Loans as directed by the Borrower, provided that in an aggregate the absence of such direction, optional prepayment shall be applied to outstanding principal installments in direct order of maturity. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. A Notice of $100,000 Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day. The Administrative Agent shall promptly notify the applicable Term Loan Lenders of each Notice of Prepayment. Notwithstanding the foregoing, (x) any Notice of Prepayment delivered in connection with any refinancing of all or any portion of the Term Loan Facility with the proceeds of such refinancing or of any other Incurrence of Indebtedness or the receipt of Net Cash Proceeds of Asset Disposition may be, if expressly so stated to be, contingent upon the consummation of such refinancing, Incurrence or receipt and may be revoked by the Borrower in the event such refinancing is not consummated or such Net Cash Proceeds are not received; provided that the delay or failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9 and (y) the Borrower may not repay Extended Term Loans of any Extension Series unless such prepayment is accompanied by a whole multiple thereofpro rata (or greater) repayment of Term Loans of the Existing Term Loan Class from which such Extended Term Loans were converted (or such Term Loans of the Existing Term Loan Class have otherwise been repaid in full).

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, penalty (except in the case of Extended Tranche B Term Loans as otherwise provided in paragraph (b) below) upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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.

Optional Prepayments. (i) The Borrower and any relevant Subsidiary Borrower may Borrowers may, upon notice to the Administrative Agent by the Parent Borrower, at any time and or from time to time voluntarily prepay the Loans, any Borrowing of any Class in whole or in part, part without premium or penalty, upon irrevocable notice penalty (except as otherwise set forth in Section 2.05(a)(iv)); provided belowthat (1) delivered to such notice must be received by the Administrative Agent no not later than 12:00 Noon1:00 p.m., New York City time, time (A) three (3) Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans (or, in the case of a Eurocurrency LoansRate Loan denominated in a Revolving Alternative Currency, and no not later than 12:00 Noon1:00 p.m., New York City timeLocal Time, three (3) Business Days before any date of prepayment) and (B) on the day date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof, in each case, the entire principal amount thereof then outstanding; provided, further, that prior to the Closing Date the Borrowers may not prepay Term B-1 Loans from Escrow Property unless, after giving effect to the release of Escrow Property to fund such prepayment, the remaining Escrow Property would be sufficient (without reinvestment) to pay all scheduled interest on the remaining Term B-1 Loans on the next scheduled Interest Payment Date and, without duplication, the prepayment price of the remaining Term B-1 Loans on such Interest Payment Date pursuant to Section 2.09(b)(ix), (it being understood that, if the Borrowers deliver evidence to the Administrative Agent that such condition would be satisfied after giving effect to a release of Escrow Property pursuant to a Partial Prepayment Notice (as defined in the case of ABR LoansEscrow Agreement) and the Borrowers request that the Administrative Agent deliver such Partial Prepayment Notice to the Escrow Agent, which the Administrative Agent shall deliver such Partial Prepayment Notice to the Escrow Agent and shall apply the Escrow Property received in connection therewith to prepay Term B-1 Loans pursuant to this Section 2.05(a)). Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurocurrency Loans or ABR Loans; providedto be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that amount of such notice to prepay the Loans delivered by the Borrower may state that Lender’s Applicable Percentage of such prepayment. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingParent Borrower, the revocation of a termination notice Borrowers shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Parent Borrower (except in it being understood and agreed that if the case Parent Borrower does not so direct at the time of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on prepayment, such prepayment shall be applied against the amount prepaid. Partial prepayments scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and Revolving Loans shall be paid to the Appropriate Lenders 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 thereofaccordance with their respective Applicable Percentages.

Optional Prepayments. The Borrower and any relevant Subsidiary Any Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty, upon irrevocable notice from the Borrowers’ Agent in the form attached hereto as Annex III (except as otherwise provided belowthe “Notice of Prepayment”) delivered to the Administrative Agent (x) no later than 12:00 Noon, 1:00 p.m. (New York City time, ) at least three (3) Business Days prior thereto, to the proposed prepayment date in the case of Eurocurrency Eurodollar Loans, and (y) no later than 12:00 Noon, 1:00 p.m. (New York City time, ) on the day of such prepayment, proposed prepayment date in the case of ABR Base Rate Loans, and (z) not later than 1:00 p.m. (New York City time) on the proposed prepayment date in the case of Swing Line Loans, in each case, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Loans shall be prepaid and (z) whether the prepayment is of Eurocurrency Base Rate Loans, Eurodollar Loans or ABR Loansa combination thereof, and, if of a combination thereof, the amount allocable to each; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower or relevant Subsidiary Borrowers’ Agent revokes any notice of prepayment previously delivered pursuant to this Section 4.6 after the date/time specified above, such Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof4.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.14. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. If any Borrower shall make any prepayment of a Swing Line Loan after 1:00 p.m. (New York City time) on the Swing Line Loan Expiration Date and the Swing Line Lender shall have requested from the Lenders Refunded Swing Line Loans in accordance with Section 2.5(a) on account of such Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Swing Line Loans of the Borrowers outstanding at such time, and second, to any outstanding Revolving Facility Loans that are Base Rate Loans of such Borrower. If the amount of such prepayment is greater than the outstanding amount of such Swing Line Loans and such Revolving Facility Loans that are Base Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess to the applicable Borrower.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and may, from time to time on any Business Day but no more than once during any calendar week, voluntarily prepay the Loans, Advances in whole or in part, without premium penalty or penalty, upon irrevocable notice (except as otherwise premium; provided below) that the Borrower shall have delivered to the Collateral Agent and the Administrative Agent no written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B not later than 12:00 Noon3:00 p.m. at least one (1) Business Day prior to the day of such prepayment (provided that same day notice may be given to cure any non-compliance with the Maximum Advance Rate Test). Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall be dated the date such notice is being given, New York City timesigned by a Responsible Officer of the Borrower and otherwise appropriately completed. Further, each such Notice of Prepayment shall specify the Borrowing(s) and the related Tranche Period(s) for which such prepayment shall be applied to; provided that, if no Borrowing or Borrowings are so specified in such Notice of Prepayment, then the Borrower shall be deemed to have selected to apply such prepayment first, to the Borrowing or Borrowings with Tranche Periods of one month duration, if any, until repaid in full, then, to the Borrowing or Borrowings with Tranche Periods of three Business Days prior theretomonths duration, if any. If no Tranche Period is specified in a Notice of Borrowing, then the Borrower shall be deemed to have selected a Tranche Period of three months duration. Each prepayment of any Advance by the Borrower pursuant to this Section 2.05(a) (other than a prepayment made in order to cure any non-compliance with the Maximum Advance Rate Test) shall in each case be in a principal amount of at least $500,000 or, if less, the entire outstanding principal amount of the Advances of the Borrower or, in the case of Eurocurrency Revolving Loans and Delayed Drawdown Loans, and no later than 12:00 Noon, New York City time, on such lesser amount as is paid by the day applicable Obligor in respect thereof. If a Notice of such prepayment, in Prepayment is given by the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretoBorrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except . The Borrower shall make the payment amount specified in such notice by wire transfer of immediately available funds by 2:00 p.m. to the Agent’s Account. The Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the case amount of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest each Lender’s Percentage of the payment amount by wire transfer to such date Lender’s account. Any funds for purposes of a voluntary prepayment received by the Administrative Agent after 2:00 p.m. shall be deemed received on the amount prepaid. Partial prepayments of Term Loans and 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 thereofnext Business Day.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penaltypenalty except as specifically provided in Section 2.11(b), upon irrevocable written notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment(i) one Business Day prior thereto, in the case of ABR Loans that are Revolving Loans and (ii) on the prepayment date, in the case of ABR Loans that are Swingline Loans, which notice shall specify (x) the date and amount of prepayment, (y) whether the prepayment is of Swingline Loans, Revolving Loans, Tranche A Term Loans, Tranche B Term Loans or New Loans and (z) whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and of Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple thereofof $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days prior theretobefore each LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline $500,000 in excess thereof with respect to Revolving Loans shall be in an aggregate principal amount of and $100,000 or a whole multiple thereofof $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and may, from time to time on any Business Day, voluntarily prepay the Loans, Advances in whole or in part, without premium penalty or penalty, upon irrevocable notice premium; provided that the Borrower (except as otherwise provided belowor the Collateral Manager on behalf of the Borrower) shall have delivered to the Collateral Agent and the Administrative Agent no written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit C hereto not later than 12:00 Noon3:00 p.m. one (1) Business Day (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date of such prepayment (provided that same day notice may be given to cure any non-compliance with the Borrowing Base Test). The Administrative Agent shall promptly notify the Lenders of such Notice of Prepayment. Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall be dated the date such notice is being given, New York City timesigned by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower) and otherwise appropriately completed; provided that any such Notice of Prepayment may be conditioned upon the happening or occurrence of a specified event, three Business Days prior theretoand thereafter revoked in the event that such specified event does not occur. Each prepayment by the Borrower of any Advance denominated in Dollars pursuant to this Section 2.05(a) (other than a prepayment made in order to cure any non-compliance with the Borrowing Base Test) shall in each case be in a principal amount of at least $100,000 or, if less, the entire outstanding principal amount of the Advances Outstanding or, in the case of Eurocurrency Loansany prepayment of Advances with the proceeds of a prepayment or repayment of principal of Collateral Assets, and no later than 12:00 Noon, New York City time, such lesser amount as is paid by the applicable Obligor in respect thereof. Each prepayment by the Borrower of an Advance denominated in an Eligible Currency shall be made with such Eligible Currency. If a Notice of Prepayment is given by (or on behalf of) the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretoBorrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together therein unless such notice is rescinded in accordance with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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 thereofthis paragraph.

Optional Prepayments. The Borrower and any relevant Subsidiary Any Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty, upon irrevocable notice from the Borrowers’ Agent in the form attached hereto as Annex III (except as otherwise provided belowthe “Notice of Prepayment”) delivered to the Administrative Agent (x) no later than 12:00 Noon, 1:00 p.m. (New York City time, ) at least three (3) Business Days prior thereto, to the proposed prepayment date in the case of Eurocurrency Eurodollar Loans, and (y) no later than 12:00 Noon, 1:00 p.m. (New York City time, ) on the day of such prepayment, proposed prepayment date in the case of ABR Base Rate Loans, and (z) not later than 1:00 p.m. (New York City time) on the proposed prepayment date in the case of Swing Line Loans, in each case, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Loans shall be prepaid and (z) whether the prepayment is of Eurocurrency Base Rate Loans, Eurodollar Loans or ABR Loansa combination thereof, and, if of a combination thereof, the amount allocable to each; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower or relevant Subsidiary Borrowers’ Agent revokes any notice of prepayment previously delivered pursuant to this Section 4.6 after the date/time specified above, such Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof4.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.14. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. If any Borrower shall make any prepayment of a Swing Line Loan after 1:00 p.m. (New York City time) on the fifth Business Day following the making of such Swing Line Loan and the Swing Line Lender shall have requested from the Lenders Refunded Swing Line Loans in accordance with Section 2.5(a) on account of such Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Swing Line Loans of the Borrowers outstanding at such time, and second, to any outstanding Working Capital Facility Loans that are Base Rate Loans of such Borrower. If the amount of such prepayment is greater than the outstanding amount of such Swing Line Loans and such Working Capital Facility Loans that are Base Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess to the applicable Borrower.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time to prepay the LoansBorrowing, in whole or in part, without premium or penalty, upon irrevocable by giving written notice (except as otherwise provided belowor telephonic notice promptly confirmed in writing) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loansany prepayment, and no later 11:00 a.m. (London time) not less than 12:00 Noon, New York City time, on the day of five (5) Business Days prior to any such prepayment, in the case of ABR Loans, which . Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of prepayment and whether the prepayment is of Eurocurrency Term Loans or ABR Loansany portion thereof to be prepaid; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlany incurrence or issuance of debt or equity or the occurrence of any other transaction, in either case, which case such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding satisfied (it being understood that the foregoing, the revocation of a termination notice Borrower shall not affect the Borrower’s obligation be required to indemnify pay any Lender amounts required pursuant to Section 2.15 in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofsuch event). Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant affected Lender thereofand the Security Trustee of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.10; provided, that if a Borrowing (or part thereof) is prepaid on a date other than the last day of an Interest Period, the Borrower shall also pay all amounts required pursuant to Section 2.15. Partial prepayments of Term Loans and Revolving Loans shall be in an The aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments each partial prepayment of Swingline Loans the Borrowing shall be in an aggregate principal amount integral multiple of $100,000 or a whole multiple thereof1,000,000. Each prepayment of the Borrowing shall be applied ratably to the Term Loans comprising the Borrowing. The Borrower shall pay the Administrative Agent the accrued interest set forth in clause (d) of Section 2.10.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penaltypenalty except as specifically provided in Section 2.11(b), upon irrevocable written notice (except as otherwise provided below) 44 delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment(i) one Business Day prior thereto, in the case of ABR Loans that are Revolving Loans or Term Loans and (ii) on the prepayment date, in the case of ABR Loans that are Swingline Loans, which notice shall specify (x) the date and amount of prepayment, (y) whether the prepayment is of Swingline Loans, Revolving Loans, Tranche A Term Loans, Tranche B Term Loans, Tranche C Term Loans or New Loans and (z) whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and of Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple thereofof $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided below) herein), upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, 11:00 A.M. (New York City time, ) three (3) Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Rate Loans and no later than 12:00 Noon, 11:00 A.M. (New York City time, on the day of such prepayment, ) one (1) Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or ABR Revolving Credit Loans, and whether such prepayment is of Eurodollar Rate Loans or Base Rate Loans; provided, that (i) if a Eurocurrency Eurodollar Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such 2.19 and (ii) no prior notice is conditioned upon required for the effectiveness prepayment of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofSwing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof; provided that a notice of voluntary prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, the receipt of proceeds from the issuance of other Indebtedness or the Disposition of assets or the closing of a merger or acquisition transaction, in which case such notice of prepayment may be revoked or extended by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied or delayed in effectiveness. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Any prepayments of the Term Loan Facility pursuant to this Section shall be applied to the remaining scheduled installments of principal under the Term Loan Facility as directed by the Borrower (or absent such direction, on a pro rata basis thereof).

Optional Prepayments. The Subject to Section 2.10(b), the Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time to prepay the Loansany Borrowing, in whole or in part, without premium or penalty, upon irrevocable by giving written notice (except as otherwise provided belowor telephonic notice promptly confirmed in writing) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, (i) in the case of Eurocurrency Loansany prepayment of any Eurodollar Rate Borrowing, and no later than 12:00 Noonnoon (New York, New York City time, on the day of ) not less than three (3) Business Days prior to any such prepayment, prepayment and (ii) in the case of ABR Loansany prepayment of any Base Rate Borrowing, which not less than one (1) Business Day prior to 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 prepayment and whether the prepayment is of Eurocurrency Loans each Borrowing or ABR Loansportion thereof to be prepaid; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlany incurrence or issuance of debt or equity or the occurrence of any other transaction, in either case, which case such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding satisfied (it being understood that the foregoing, the revocation of a termination notice Borrower shall not affect the Borrower’s obligation be required to indemnify pay any Lender amounts required pursuant to Section 2.14 in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofsuch event). Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.9; provided, that (x) if a Eurodollar Rate 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 2.14 and (y) all such prepayments shall be accompanied by any applicable fees in accordance with Section 2.10(b). Partial prepayments Each partial prepayment of any Term Loans and Revolving Loans Loan shall be in an aggregate principal amount that would be permitted in the case of $1,000,000 or an advance of a whole multiple thereofBorrowing of the same Type pursuant to Section 2.2. Partial prepayments Each prepayment of Swingline Loans a Borrowing shall be in an aggregate principal amount of $100,000 or a whole multiple thereofapplied ratably to the Term Loans comprising such Borrowing.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, 2:00 p.m. (i) on the same Business Day as each Base Rate Loan or each Swingline Loan and (ii) at least three (3) Business Days prior theretobefore each LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and 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 thereofof $100,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to LIBOR Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 2:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time time, subject to Section 2.7, prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable prior notice which notice may be given by telephone (except as otherwise provided belowto be promptly confirmed in writing, including by facsimile) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Rate Loans and no later than 12:00 Noon, New York City time, on the day of such prepayment, one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Rate Loans or ABR Base Rate Loans; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day notice of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlthe receipt of the proceeds from the issuance of other Indebtedness or any other event, in either case, which case such notice of optional prepayment may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial Optional prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount applied ratably to the outstanding balance 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 thereofthe Revolving Credit Loans.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, noon (i) on the same Business Day as each date of prepayment of a Base Rate Loan or Swingline Loan and (ii) at least three (3) Business Days prior theretobefore each date of prepayment of a LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be be, except for mandatory prepayments required under Section 2.4(b) or Section 4.4(b), in an aggregate principal amount of $1,000,000 2,000,000 or a whole multiple thereof. Partial prepayments of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans shall be in an aggregate principal amount of and $100,000 or a whole multiple thereofof $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 12:00 noon shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Each notice of reduction and prepayment in full of the entire Revolving Credit Commitment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other Indebtedness, in which case such notice may be revoked by the Borrower by notice to the Administrative Agent received on or prior to the specified effective date of such reduction, if such condition is not satisfied.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium (except as set forth in Section 2.11(g)) or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 P.M., New York City time, (i) three Business Days prior thereto, in the case of Eurocurrency LoansEurodollar Loans denominated in Dollars and (ii) four Business Days prior thereto in the case of Eurodollar Loans denominated in Alternative Currencies (other than Dollars), and no later than 12:00 Noon2:00 P.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the installment or installments of the respective tranches of the Loans to be repaid and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR LoansLoans (it being understood that the Borrower may elect to prepay one tranche of Term Loans without prepaying another); provided, provided that in the case of Swingline Loans notice may be given no later than 2:00 P.M. New York City time on the date of prepayment; and provided further that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of a tranche of Term Loans and shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in an Alternative Currency (other than Dollars) shall be in an aggregate principal amount of the Alternative Currency Equivalent of $1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in Dollars 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.

Optional Prepayments. (i) The Borrower and any relevant Subsidiary Borrower may may, upon written notice to the Administrative Agent by the Borrower, at any time and or from time to time voluntarily prepay the Loans, any Borrowing of any Class in whole or in part, part without premium or penalty, upon irrevocable notice penalty (except as otherwise set forth in Section 2.03(e)); provided belowthat (1) delivered to such notice must be received by the Administrative Agent no not later than 12:00 Noon1:00 p.m., New York City time, time (A) three (3) Business Days prior thereto, in the case to any date of prepayment of Eurocurrency LoansRate Loans and (B) one Business Day prior to the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000, and no later than 12:00 Noonor a whole multiple of the Borrowing Multiple in excess thereof, New York City time, on or the day entire principal amount of such prepayment, in the case of ABR Loans, which Borrowing then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurocurrency Loans or ABR Loans; providedto be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable theretoamount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.03(a) shall be applied to the installments thereof as directed by the Borrower (except in it being understood and agreed that if the case Borrower does not so direct at the time of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on prepayment, such prepayment shall be applied against the amount prepaid. Partial prepayments scheduled repayments of Term Loans of the relevant Class under Section 2.05 in the indirect order of maturity) and Revolving Loans shall be paid to the Appropriate Lenders 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 thereofaccordance with their respective Applicable Percentages.

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, in the case of ABR Loans, in each case which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.22 and (b) unless otherwise agreed to between the Company and the relevant Subsidiary Borrower, on the one hand, and the applicable Lender, on the other hand, no Competitive Loan may be prepaid without the consent of the Lender thereof except for any prepayment in connection with a Change of Control or in order to cure an Event of Default; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company’s or any relevant Subsidiary Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 2.22 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified 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 prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount integral multiple of $1,000,000 or a whole multiple thereof1 million and no less than $25 million. Partial Optional prepayments of Swingline Converted Term Loans shall may not be in an aggregate principal amount of $100,000 or a whole multiple thereofreborrowed.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltysubject to the provisions of paragraph (b) below (if applicable), upon irrevocable notice (the “Optional Prepayment Notice”) (except as otherwise provided belowthat any Optional Prepayment Notice may be revoked prior to the prepayment date specified therein if it was expressly contingent on the consummation of another transaction, and such transaction was not consummated prior to such date, in which case the provision of Section 4.12 shall apply with respect to such revocation) delivered to and received by the Administrative Agent no later than 12:00 Noonprior to 11:00 A.M., New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency Eurodollar Loans and same day in the case of Base Rate Loans, and no later than 12:00 Noonso long as such notice is received prior to 11:00 A.M., New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof4.12. Upon receipt of any such notice Optional Prepayment Notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice Optional Prepayment Notice is given, the amount specified in such notice Optional Prepayment Notice shall be due and payable on the date specified thereintherein (unless such Optional Prepayment Notice is revoked as contemplated above), together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loansnot prepaid in connection with the termination or permanent reduction of the Revolving Commitments) accrued interest to such date on the amount prepaidprepaid (the “Prepayment Amount”). Partial prepayments of Term Loans and 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 250,000 in excess thereof.

Optional Prepayments. The Borrower Subject to the requirement that after giving effect to the proposed prepayment (x) there will be sufficient funds in the Collection Account to make all payments described in clauses (A) through (J) of Section 9.1(a)(i) on the next Quarterly Payment Date (or if such prepayment is made on a Quarterly Payment Date, on such Quarterly Payment Date) and any relevant Subsidiary Borrower may (y) there is no Commitment Shortfall at any time after the Swingline Loans have been repaid in full and from all interest and other amounts due in respect thereof have been paid in full, the Borrower may (i) at any time after the Class A-R Commitment Period, upon at least five Business Days’ notice (which notice shall contain a certificate of an Authorized Officer of the Borrower certifying as to time the satisfaction of the requirements set forth in this Section 2.7(c) with respect to such proposed prepayment) to the Agents, the Lenders and DBRS, prepay all or any portion of the Loans, in whole or in partprincipal balance of the Class A Loans then outstanding, without premium or penaltypenalty (other than as set forth in Section 2.9), on any Business Day by paying to the Collateral Agent for the account of the Lenders the principal amount to be prepaid together with accrued and unpaid interest and Commitment Fees, if applicable, thereon to and including the date of prepayment and, if such prepayment occurs on a day that is not a Quarterly Payment Date, any amount due pursuant to Section 2.9; provided that (x) any prepayments of Class A Loans made pursuant to this clause (i) shall result in the permanent reduction of the Class A-R Commitments and the Class A-T Commitments on a dollar-for-dollar basis, and (y) such prepayment shall be allocated to each Class A Lender (A) with respect to principal repayment, in accordance with the Principal Allocation Formula and (B) with respect to interest and Commitment Fees, ratably based on the aggregate amounts thereof; and (ii) at any time during the Class A-R Commitment Period, if each Coverage Test is in compliance after giving effect thereto, on any Business Day (and, if such day is not a Quarterly Payment Date, upon irrevocable at least five Business Days’ notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 NoonAgents) prepay all or any portion of the Class A-R Loans then outstanding by paying the principal amount to be prepaid together with accrued interest and Commitment Fees, New York City timeif applicable, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify thereon to the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing due pursuant to Section 2.202.9; provided, further, provided that any prepayments of the Class A-R Loans made pursuant to this clause (ii) shall not result in any reduction in the Class A-R Commitments at such notice to prepay time and such prepaid amounts under the Class A-R Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender re-borrowed in accordance with the terms of this Agreement. All prepayments of Loans pursuant to this Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice 2.7(c) shall be due applied in accordance with the procedures set forth in this Section 2.7(c) and payable on shall not be subject to the date specified therein, together with (except in the case Priority of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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 thereofPayments.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans and Swingline Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent (or, with respect to Swingline Loans, the Swingline Lender) no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency LIBOR Rate Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepayment, Business Day thereof in the case of ABR Loans, and no later than 1:00 P.M., New York City time, on the Business Day thereof in the case of Swingline Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, ABR Loans or ABR Swingline Loans; provided, provided that if a Eurocurrency LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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. Each prepayment of the Revolving Loans made pursuant to this Section 2.6 shall be applied ratably among the Lenders holding the Revolving Loans being prepaid, in proportion to the principal amount held by each; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any optional prepayment of the Revolving Loans shall, if the Administrative Agent so directs at the time of such optional prepayment, be applied in accordance with Section 2.20(a)(ii).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time voluntarily prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noon, New York City time, 11:00 a.m. (i) on the same Business Day of prepayment of each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days prior theretobefore prepayment of any LIBOR Rate Loan, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 3,000,000 or a whole multiple thereof. Partial prepayments of $1,000,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans), $5,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans shall be in an aggregate principal amount of and $100,000 or a whole multiple thereofof $100,000 in excess thereof with respect to Swingline Loans, and shall be applied on a pro rata basis to the outstanding amount of the Revolving Credit Loans and/or Swingline Loans included in such prepayment. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Revolving Credit Facility, the Swingline Facility and the L/C Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or issuance of equity, may be, if expressly so stated to be, contingent upon the consummation of such refinancing, incurrence or issuance and may be revoked by the Borrower in the event such refinancing, incurrence or issuance is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided below) herein), upon delivery of an irrevocable Prepayment Notice delivered to the Administrative Agent no later than 12:00 Noon, 2:00 P.M. (New York City time, ) three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon, 10:00 A.M. (New York City time, ) on the day of such prepayment, thereto in the case of ABR Base Rate Loans, which notice Prepayment Notice shall specify the date and amount of such prepayment and whether the such prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.17. Upon receipt of any such notice a Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice a Prepayment Notice is given, the amount specified in such notice Prepayment Notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans (other than after any principal prepayment with respect to a Borrowing Base Asset made by the relevant Underlying Obligor which, immediately after giving effect to such prepayment, does not result in the Borrower being required to make a mandatory prepayment in accordance with Section 2.8) 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 $250,000 thereof (or, if the aggregate outstanding principal amount of $100,000 or a whole multiple thereofthe Loans are less, such lesser amount).

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltypenalty (other than pursuant to Section 2.19), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon, New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or ABR Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.19. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $200,000 in excess thereof. Partial prepayments Notwithstanding anything to the contrary in this Section 2.9, any optional prepayment of Swingline the Term Loans shall be made prior to the six month anniversary of the Seventh Amendment Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new term loans that (a) are incurred for the primary purpose of refinancing the Term Loans and decreasing the Applicable Margin with respect thereto and (b) otherwise have terms and conditions (and are in an aggregate principal amount) substantially the same as those of the Term Loans, shall be subject to a prepayment premium of 1.00% of the aggregate amount of $100,000 such prepayment. Such prepayment premium shall be allocated ratably among the Term Loan Lenders in accordance with such Lenders’ percentage of the aggregate amount of Term Loans prepaid. Amounts to be applied as optional prepayments pursuant to this Section shall be applied, first, to the prepayment of the Term Loans and second, to the prepayment of the Revolving Credit Loans and as specified in Section 2.16. If some but not all of the Term Loans are Extended Term Loans, the Borrower may specify that such optional prepayment shall be applied to the Term Loans based on their respective Term Loan Maturity Dates, in which event the Borrower shall specify the order in which such optional prepayment shall be applied between or a whole multiple thereofamong the various Term Loan Maturity Dates, and such prepayment shall be allocated among all Term Loans that have the same Term Loan Maturity Date pro rata based on the principal amount of such Term Loans.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans or the Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify (i) the date and amount of prepayment and prepayment, (ii) whether the prepayment is of Eurocurrency Revolving Loans or Term Loans and (iii) whether the prepayment is of Eurodollar Loans or ABR Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing or Disposition of Property), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple thereofof $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurodollar Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 50,000 or a whole multiple of $50,000 in excess thereof.

Optional Prepayments. The At its option, the Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in partmay, without premium or penaltypenalty but subject to Section 2.13 in the case of LIBOR Loans, upon irrevocable one (1) Business Day’s notice (except as otherwise provided below) delivered from the Borrower to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on Base Rate Loans or three (3) Business Days’ notice from the day of such prepayment, Borrower to the Administrative Agent in the case of ABR LIBOR Loans, which prepay the Base Rate Loans in any Revolving Loan Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, or in whole and prepay the LIBOR Loans in any Revolving Loan Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $3,000,000 or an integral multiple of $500,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of prepayment and whether the such prepayment; provided that if such prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than on the last day of the Interest Period applicable theretoto such LIBOR Loan, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant be subject to the payments required by Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that 2.13. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingBorrower, the revocation of a termination notice Borrower shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. If no Default or Event of Default has occurred and is continuing, together with (except in all prepayments under this Section 2.06(b) which are applied to reduce the case principal amount of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be applied to the Loans as directed by the Borrower. If the Borrower fails to direct the application of any such prepayments, then such principal prepayments shall be applied first to the accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full and second to Cash Collateralize the Obligations in an aggregate amount equal to the Effective Amount of the L/C Obligations. In each case, to the extent possible, such principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans payment shall be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans; provided that if an Event of Default has occurred and is continuing at the time any such prepayment is made, the Lenders shall apply such prepayments to such Obligations as the Administrative Agent may determine in an aggregate principal amount of $100,000 or a whole multiple thereofits reasonable discretion which determination shall be effective as to all Lenders (but for regulatory purposes, the Lenders may apply such payments internally as they shall determine).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, 1:00 P.M. New York City time, three two Business Days prior thereto, in the case of Eurocurrency LIBO Rate Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Base Rate Loans, which notice shall specify (i) the date and amount of prepayment and prepayment, (ii) whether the prepayment is of Eurocurrency Revolving Loans or ABR Term Loans and (iii) whether the prepayment is of LIBO Rate Loans or Base Rate Loans; provided, provided that if a Eurocurrency LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple thereofof $100,000 in excess thereof (in the case of prepayments of Base Rate Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of LIBO Rate Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 50,000 or a whole multiple of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided set forth in clause (d) below) ), upon delivery of a Prepayment Notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentprepayment date, in the case of ABR Loans that are Revolving Loans, Term Loans or Swingline Loans, which notice shall specify (x) the date and amount of prepayment, (y) whether the prepayment is of Swingline Loans, Revolving Loans, Term Loans or New Loans and (z) whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice Prepayment Notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and of Revolving Loans shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple thereofof $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans and Swingline Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent (or, with respect to Swingline Loans, the Swingline Lender) no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency LIBOR Rate Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepayment, Business Day thereof in the case of ABR Base Rate Loans, and no later than 1:00 P.M., New York City time, on the Business Day thereof in the case of Swingline Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans or ABR Swingline Loans; provided, provided that if a Eurocurrency LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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. Each prepayment of the Revolving Loans made pursuant to this Section 2.6 shall be applied ratably among the Lenders holding the Revolving Loans being prepaid, in proportion to the principal amount held by each; provided that if any Lender is a Defaulting Lender at the time of any such prepayment, any optional prepayment of the Revolving Loans shall, if the Administrative Agent so directs at the time of such optional prepayment, be applied in accordance with Section 2.20(a)(ii).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time to prepay the Loansany Borrowing, in whole or in part, without premium or penalty, upon irrevocable by giving written notice (except as otherwise provided belowor telephonic notice promptly confirmed in writing) delivered (an “Optional Prepayment Notice”) to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, (i) in the case of Eurocurrency Loansprepayment of any Eurodollar Borrowing, and no later than 12:00 Noon, 11:00 a.m. (New York City time, on the day of ) not less than three (3) Business Days prior to any such prepayment, prepayment and (ii) in the case of ABR Loansany prepayment of any Base Rate Borrowing, which notice not less than one (1) Business Day prior to the date of such prepayment. Upon receipt of any Optional Prepayment 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. Each Optional Prepayment Notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of prepayment and whether the prepayment is of Eurocurrency Loans each Borrowing or ABR Loansportion thereof to be prepaid; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower Optional Prepayment Notice may state that such notice Optional Prepayment Notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlacquisitions or the receipt of net proceeds from the issuance of Capital Stock or incurrence of Indebtedness by the Borrower, in either which case, which such notice Optional Prepayment Notice may be revoked by the Borrower giving written notice (by further or telephonic notice promptly confirmed in writing) to the Administrative Agent on or prior to the date for prepayment specified effective date) in such Optional Prepayment Notice if such condition is not satisfied. Notwithstanding If an Optional Prepayment Notice is given and has not been revoked by the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender Borrower in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givenproviso to the immediately preceding sentence, the aggregate amount specified in such notice Optional Prepayment Notice shall be due and payable on the date specified thereindesignated in such Optional Prepayment Notice, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.7(c); 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 2.13. Partial prepayments Each partial prepayment of Term Loans and Revolving Loans any Loan shall be in an aggregate (i) in the case of a Eurodollar Term Loan, in a minimum principal amount of $5,000,000 or a larger multiple of $1,000,000 and (ii) in the case of a Base Rate Term Loan, in a minimum principal amount of $1,000,000 or a whole larger multiple thereofof $100,000. Partial prepayments Each prepayment of Swingline Loans a Term Loan shall be applied to principal installments in an aggregate principal amount inverse order of $100,000 or a whole multiple thereofmaturity.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Term Loans, in whole or in part, without premium or penaltypenalty (other than as set forth in Section 3.2(g) below), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency LIBOR Rate Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and prepayment, whether the prepayment is of Eurocurrency LIBOR Rate Loans or ABR LoansLoans and the Tranche of Term Loans to which the prepayment applies; provided, that if a Eurocurrency LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.203.11. With respect to each prepayment of Term Loans pursuant to this Section 3.1, the Borrower may designate the Types of Loans that are to be prepaid and the specific Borrowing(s) pursuant to which made; provided, furtherthat the Borrower pays any amounts, that such notice if any, required to prepay be paid pursuant to Section 3.11 with respect to prepayments of LIBOR Rate Loans made on any date other than the Loans delivered last day of the applicable Interest Period. In the absence of a designation by the Borrower may state that such notice is conditioned upon as described in the effectiveness of other credit facilities or a Change in Controlpreceding sentence, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior shall, subject to the specified effective date) if above, make such condition is not satisfieddesignation in its reasonable discretion with a view, but no obligation, to minimize breakage costs owing under Section 3.11. Notwithstanding Each such prepayment shall be accompanied by all accrued interest on the foregoingLoans so prepaid, through the revocation date of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofsuch prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving LIBOR Rate Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline ABR Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Notwithstanding the foregoing, a notice of prepayment delivered by Borrower in accordance with this Section 3.1 may expressly state that such notice is conditioned upon the effectiveness of new credit facilities or a whole multiple thereofother sources of refinancing and which effectiveness will result in the immediate payment in full in cash of all Obligations, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time on which the Term Loans would have been repaid in accordance with such notice of prepayment) if such condition is not satisfied or not reasonably likely to be satisfied and the Borrower shall pay any amounts due under Section 3.9, if any, in connection with any such revocation. Each prepayment in respect of any Term Loans pursuant to this Section 3.1 shall be applied ratably to the Term Loans.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the any Class or Classes of Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than (a) 12:00 Noonp.m., New York City time, two Business Days prior thereto, in the case of Term Benchmark Loans, (b) 12:00 p.m., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, Foreign Currency Loans and no later than (c) 12:00 Noonp.m., New York City time, on the day date of such prepayment, in the case of RFR Loans or ABR Loans, which notice shall shall, in each case, specify the date and amount of prepayment prepayment, the Loans to be prepaid and whether the prepayment is of Eurocurrency Term Benchmark Loans, Foreign Currency Loans (and if a Foreign Currency Loan is to be prepaid, the Foreign Currency in which such Loans are denominated), RFR Loans or ABR Loans; provided, that if a Eurocurrency Loan or Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary applicable Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid; provided, however, that any notice of prepayment given by any Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising or other transaction, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Partial prepayments of Term Loans and Revolving Loans (other than Foreign Currency Loans) shall be in an aggregate principal amount of (x) in the case of ABR Loans, $1,000,000 100,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of RFR Loans and Term Benchmark Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Partial prepayments of Foreign Currency Loans shall be in a minimum amount as set forth for the relevant Foreign Currency on the Administrative Schedule. Optional prepayments shall be applied to the prepayment of the applicable Class or Classes of Term Loans as directed by the applicable Borrower.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, further that such notice to prepay in the event of any prepayment of Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower made (by further notice to the Administrative Agent on or i) prior to the specified effective date) if such condition is not satisfied. Notwithstanding first anniversary of the foregoingClosing Date, the revocation Borrower shall pay to the applicable Lenders with respect to such Loans, a prepayment premium equal to 3% of the principal amount of the Loans so prepaid, (ii) on or after the first anniversary of the Closing Date but prior to the second anniversary of the Closing Date, the Borrower shall pay to the applicable Lenders with respect to such Loans a termination notice prepayment premium equal to 2% of the principal amount of the Loans so prepaid and (iii) on or after the second anniversary of the Closing Date but prior to the third anniversary of the Closing Date, the Borrower shall not affect pay to the Borrower’s obligation applicable Lenders with respect to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as such Loans a consequence thereofprepayment premium equal to 1% of the principal amount of the Loans to prepaid. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments Each payment pursuant to this Section on account of Swingline principal of and interest on the Loans shall be applied as provided in an aggregate principal amount of $100,000 or a whole multiple thereofSection 2.17(b).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may Issuer shall have the right at any time and from time to time to prepay the LoansNotes, in whole or in part, together with the Prepayment Premium pursuant to Section 2.9 (if any), but otherwise without premium or penalty, upon irrevocable by giving written notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, 11:00 a.m. (New York City time, ) three (3) Business Days prior thereto, in to the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day date of such prepayment, prepayment (or such later time as may be agreed by the Administrative Agent in the case of ABR Loans, which its sole discretion). Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of prepayment Notes or portion thereof to be prepaid and whether the prepayment is of Eurocurrency Loans or ABR LoansPrepayment Premium (if any) applicable thereto; provided, provided that if any such notice in connection with a Eurocurrency Loan is prepaid on any day other than the last day repayment of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower Notes may state that such notice is be conditioned upon the effectiveness occurrence of other credit facilities another financing or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereoftransaction. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofaffected Noteholder of the contents thereof and of such Noteholder’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate principal amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice (subject to the occurrence of any condition described above), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the principal amount so prepaid in accordance with Section 2.8(d) and the Prepayment Premium (if applicable) on the principal amount so prepaid; provided that if a Eurodollar Note is prepaid on a date other than the last day of an Interest Period applicable thereto, the Issuer shall also pay all amounts required pursuant to Section 2.15. Partial prepayments of Term Loans and Revolving Loans Each prepayment pursuant to this Section 2.6 shall be in an aggregate principal applied first, to the Prepayment Premium due on the amount of $1,000,000 or a whole multiple the prepayment required by Section 2.9; second, to accrued interest due on the amount of the prepayment and third, to the principal thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereofFOR THE AVOIDANCE OF DOUBT, ANY VOLUNTARY PAYMENT OR PREPAYMENT, INCLUDING, BUT NOT LIMITED TO PURSUANT TO THIS SECTION 2.6, SHALL BE MADE TOGETHER WITH THE PREPAYMENT PREMIUM PURSUANT TO SECTION 2.9 (IF REQUIRED UNDER SUCH SECTION).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may may, upon delivery of a Prepayment Notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable part subject to payment of the Exit Fee at the time of such prepayment; provided that (1) such notice (except as otherwise provided below) delivered to must be received by the Administrative Agent no not later than 12:00 Noonnoon (New York, New York City time, three ) two (2) Business Days prior theretoto any date of prepayment of Loans; and (2) any prepayment of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the case of Eurocurrency Loansentire principal amount thereof then outstanding, in each case, with accrued and no later than 12:00 Noon, New York City time, unpaid interest on the day of Loans to be repaid. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Loans to be prepaid are New Money Loans and/or Roll Up Loans. The Administrative Agent will promptly notify each Lender of Eurocurrency Loans or ABR Loans; providedits receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable theretoamount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Each prepayment of Loans pursuant to this Section 2.02(a) shall be paid to the Lenders in accordance with their respective Pro Rata Shares; provided that no prepayment shall be made with respect to Roll Up Loans unless and until all New Money Loans are paid in full and such prepayment of the Roll Up Loans is otherwise permitted by the Novelion Subordination Agreement, together with (except as certified by a Responsible Officer of the Borrower in the case applicable Prepayment Notice. For the avoidance of Revolving Loans that are ABR Loans and Swingline doubt, (x) the outstanding Loan amount shall include the Commitment Fee (added to the balance of the New Money Loans) ), accrued interest and capitalized interest already added to such date on the amount prepaid. Partial prepayments Loan balance, and any prepayment of Term Loans and Revolving New Money Loans shall be in an aggregate principal amount require payment of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans the Exit Fee and (y) any prepayment shall be applied in an aggregate principal amount of $100,000 or a whole multiple thereofaccordance with Section 8.03 if then applicable.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may Borrowers shall have the right at any time and from time to time to prepay the Loansany Borrowing, in whole or in part, without premium or penalty, upon irrevocable by giving written notice (except as otherwise provided belowor telephonic notice promptly confirmed in writing which, for the avoidance of doubt, may be delivered by e-mail in accordance with Section 11.1) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, (i) in the case of Eurocurrency Loansany prepayment of any Eurodollar Borrowing, and no later 11:00 a.m. not less than 12:00 Noon, New York City time, on three (3) Business Days prior to the day date of such prepayment, and (ii) in the case of ABR Loansany prepayment of any Base Rate Borrowing or Swingline Borrowing, which 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; provided that a notice of optional prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlthe receipt of the proceeds from the incurrence of other Indebtedness or any other event, in either case, which case such notice of prepayment may be revoked by the Borrower Borrowers (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.12(d); provided that if a Eurodollar Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrowers shall also pay all amounts required pursuant to Section 2.18. Partial prepayments Each partial prepayment of Term Loans and Revolving Loans any Loan shall be in an aggregate principal amount that would be permitted in the case of $1,000,000 or an advance of a whole multiple thereofRevolving Borrowing of the same Type pursuant to Section 2.2 or, in the case of a Swingline Loan pursuant to Section 2.4. Partial prepayments Each prepayment of Swingline Loans a Borrowing shall be in an aggregate principal amount of $100,000 or a whole multiple thereofapplied ratably to the Loans comprising such Borrowing.

Optional Prepayments. The Borrower and any relevant Subsidiary (i) Except as set forth herein, after giving Administrative Agent advance written notice of the intent to prepay, Borrower may at voluntarily prepay all or any time part of the Revolver Principal Debt, the Swing Line Principal Debt, the Term Loan A Principal Debt, and the Term Loan B Principal Debt from time to time prepay the Loansand at any time, in whole or in part, without premium or penalty, upon irrevocable ; PROVIDED THAT: (i) such notice (except as otherwise provided below) delivered to the must be received by Administrative Agent no later than by 12:00 Noonnoon Dallas, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, Texas time on the day third Business Day preceding the date of prepayment of any Borrowing, (ii) each such prepayment, partial prepayment must be in a minimum amount of at least $3,000,000 (other than prepayment of Swing Line Borrowings which may be in integral multiples of $250,000) or a greater integral multiple of $1,000,000 thereof; (iii) any Eurodollar Rate Borrowing may only be prepaid at the case end of ABR Loans, which an applicable Interest Period; and (iv) Borrower shall pay any related Consequential Loss within ten (10) days after demand therefor. Each notice of prepayment shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretodate, the Facility hereunder being prepaid, and the Type of Borrowing(s) and amount(s) of such Borrowing(s) to be prepaid and shall constitute a binding obligation of Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or make a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable prepayment on the date specified stated therein, together with (except in unless such prepayment is made with respect to a Base Rate Borrowing under the case of Revolving Loans that are ABR Loans and Swingline LoansRevolver Facility or the Swing Line Subfacility) accrued and unpaid interest to the date of such date payment on the aggregate principal amount prepaid. Partial prepayments Unless a Default or Potential Default has occurred and is continuing (or would arise as a result thereof), any payment or prepayment of Term Loans the Revolver Principal Debt or Swing Line Principal Debt may be reborrowed by Borrower, subject to the terms and 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 thereofconditions hereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable written notice (except as otherwise provided belowor telephonic notice confirmed promptly in writing) delivered to the Administrative Agent no later than prior to 12:00 Noon, New York City timeCharlotte, North Carolina time at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon, New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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. Any optional prepayment of the Term Loans pursuant to this Section 2.10 made (i) on or prior to the first anniversary of the Closing Date shall be accompanied by a prepayment fee in the amount equal to 2% of the aggregate principal amount so prepaid and (ii) after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date shall be accompanied by a prepayment fee in the amount equal to 1% of the aggregate principal amount so prepaid.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and may, from time to time on any Business Day, voluntarily prepay the Loans, Advances in whole or in part, without premium penalty or penalty, upon irrevocable notice premium; provided that the Borrower (except as otherwise provided belowor the Collateral Manager on behalf of the Borrower) shall have delivered to the Collateral Agent, the Collateral Administrator and the Administrative Agent no written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit C hereto not later than 12:00 Noon3:00 p.m. one (1) Business Day (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date of such prepayment (provided that same day notice may be given to cure any non-compliance with the Borrowing Base Test). The Administrative Agent shall promptly notify the Lenders of such Notice of Prepayment. Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall be dated the date such notice is being given, New York City timesigned by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower) and otherwise appropriately completed; provided that any such Notice of Prepayment may be conditioned upon the happening or occurrence of a specified event, three Business Days prior theretoand thereafter revoked in the event that such specified event does not occur. Each prepayment by the Borrower of any Advance denominated in Dollars pursuant to this Section 2.05(a) (other than a prepayment made in order to cure any non-compliance with the Borrowing Base Test) shall in each case be in a principal amount of at least $100,000 or, if less, the entire outstanding principal amount of the Advances Outstanding or, in the case of Eurocurrency Loansany prepayment of Advances with the proceeds of a prepayment or repayment of principal of Collateral Assets, and no later than 12:00 Noon, New York City time, such lesser amount as is paid by the applicable Obligor in respect thereof. Each prepayment by the Borrower of an Advance denominated in an Eligible Currency shall be made with such Eligible Currency. If a Notice of Prepayment is given by (or on behalf of) the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretoBorrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together therein unless such notice is rescinded in accordance with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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 thereofthis paragraph.

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans (other than the Brazilian Loans), in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon(x) with respect to Domestic Loans and Domestic Competitive Loans, 1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, in the case of ABR Loans, and (y) with respect to Multicurrency Loans and Multicurrency Competitive Loans, 11 A.M., London time, three Business Days prior thereto, in each case which notice shall specify the applicable Facility, the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.20 and (b) unless otherwise agreed to between the Company and the relevant Subsidiary Borrower, on the one hand, and the applicable Lender, on the other hand, no Competitive Loan may be prepaid without the consent of the Lender thereof except for any prepayment in connection with a Change of Control or in order to cure an Event of Default; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company’s or any relevant Subsidiary Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified 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 prepaid. Partial prepayments of Term Loans and Revolving Loans (other than Brazilian Loans) shall be in an aggregate principal amount integral multiple of 1 million units of the Currency of such Loan and no less than the Dollar Equivalent of $1,000,000 25 million. Any Brazilian Subsidiary Borrower may at any time and from time to time prepay the Brazilian Loans, in whole or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 part, without premium or a whole multiple thereofpenalty, upon irrevocable notice delivered to the Brazilian Administrative Agent pursuant to, and in accordance with the terms of, each Brazilian Bank Certificate.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Term Loans, in whole or in part, without premium or penaltypenalty (other than as set forth in Section 3.2(d) below), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency LIBOR Rate Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and prepayment, whether the prepayment is of Eurocurrency LIBOR Rate Loans or ABR Loans, the Tranche of Term Loans to which the prepayment applies and the manner in which such prepayment is to be applied to the applicable Tranche of Term Loans; provided, that if a Eurocurrency LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof3.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving LIBOR Rate Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline ABR Loans shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Notwithstanding the foregoing, a notice of prepayment delivered by Borrower in accordance with this Section 3.1 may expressly state that such notice is conditioned upon the effectiveness of new credit facilities or a whole multiple thereofother sources of refinancing and which effectiveness will result in the immediate payment in full in cash of all Obligations, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time on which the Term Loans would have been repaid in accordance with such notice of prepayment) if such condition is not satisfied or not reasonably likely to be satisfied and the Borrower shall pay any amounts due under Section 3.9, if any, in connection with any such revocation.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and prepay the Loan from time to time prepay the Loanstime, in whole full or in part not to exceed $5,000,000 without notice, and, in part, in excess of $5,000,000 upon 5 Business Day’s prior notice to Agent without premium or penalty, upon irrevocable notice provided that (except as otherwise provided belowi) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on event Borrowers repay the day of such prepayment, Loan in full or the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or Obligations are accelerated prior to the specified effective datedate which is twenty four (24) if such condition months before the Maturity Date, Borrower shall pay the sum equal to 0.75% of the Maximum Principal Amount as a prepayment fee, (ii) in the event Borrowers repay the Loan in full or the Obligations are accelerated on or after the date which is twenty four (24) months before the Maturity Date but prior to the date which is twelve (12) months before the Maturity Date, Borrowers shall pay the sum equal to 0.50% of the Maximum Principal Amount as a prepayment fee, (iii) in the event Borrowers repay the Loan in full or the Obligations are accelerated on or after the date which is twelve (12) months before the Maturity Date but prior to the date which is six (6) months before the Maturity Date, Borrower shall pay the sum equal to 0.25% of the Maximum Principal Amount as a prepayment fee; (iv) prepayments shall be in a minimum amount of $10,000 and $10,000 increments in excess thereof; and (iii) partial prepayments prior to the Termination Date shall not reduce Lenders’ Commitments under this Agreement and may be reborrowed, subject to the terms and conditions hereof for borrowing, and partial prepayments will be applied first to accrued interest and fees and then to outstanding Advances. Each Borrower acknowledges that the above described fee is an estimate of Lenders’ damages in the event of early termination and is not satisfieda penalty. Notwithstanding In the foregoingevent of termination of the credit facility established pursuant to this Agreement, all of the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice Obligations shall be immediately due and payable on upon the termination date specified thereinstated in any notice of termination. All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Credit Documents shall survive any such termination, and Agent shall retain its liens in the Collateral and all of its rights and remedies under the Credit Documents notwithstanding such termination until Borrowers have paid the Obligations to Agent and Lenders, in full, in immediately available funds, together with (except the applicable prepayment fee, if any. Notwithstanding anything to the contrary contained herein, Borrowers shall not be obligated to pay the above described prepayment fee if Borrowers repay the Loan in the case full as a result of Revolving Loans that are ABR Loans Agent making a demand for payment under Section 2.10 hereof and Swingline Loans) accrued interest to Borrowers have not exercised their rights under Section 2.14 hereof as a result of such date on the amount prepaid. Partial prepayments of Term Loans and 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 thereofdemand.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and may, from time to time on any Business Day, voluntarily prepay the Loans, Advances in whole or in part, without premium penalty or penalty, upon irrevocable notice premium; provided that the Borrower (except as otherwise provided belowor the Collateral Manager on behalf of the Borrower) shall have delivered to the Collateral Agent and the Administrative Agent no written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit C hereto not later than 12:00 Noon3:00 p.m. one (1) Business Day (or such shorter period as the Administrative Agent may agree in its reasonable discretion) prior to the date of such prepayment (provided that same day notice may be given to cure any non-compliance with any Borrowing Base Test). The Administrative Agent shall promptly notify the Lenders of such Notice of Prepayment. Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall be dated the date such notice is being given, New York City timesigned by a Responsible Officer of the Borrower (or the Collateral Manager on behalf of the Borrower) and otherwise appropriately completed; provided that any such Notice of Prepayment may be conditioned upon the happening or occurrence of a specified event, three Business Days prior theretoand thereafter revoked in the event that such specified event does not occur. Each prepayment by the Borrower of any Advance denominated in Dollars pursuant to this Section 2.05(a) (other than a prepayment made in order to cure any non-compliance with any Borrowing Base Test) shall in each case be in a principal amount of at least $100,000 or, if less, the entire outstanding principal amount of the Advances Outstanding or, in the case of Eurocurrency Loansany prepayment of Advances with the proceeds of a prepayment or repayment of principal of Collateral Assets, and no later than 12:00 Noon, New York City time, such lesser amount as is paid by the applicable Obligor in respect thereof. Each prepayment by the Borrower of an Advance denominated in an Eligible Currency shall be made with such Eligible Currency. If a Notice of Prepayment is given by (or on behalf of) the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretoBorrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together therein unless such notice is rescinded in accordance with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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 thereofthis paragraph.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltypenalty (except as required pursuant to Section 2.18), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, 11:00 A.M. (local time in New York City time, City) three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Term SOFR Loans and no later than 12:00 Noon, 11:00 A.M. (local time in New York City time, on the day of such prepayment, City) one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or ABR Revolving Credit Loans and whether such prepayment is of Term SOFR Loans or Base Rate Loans; provided, that if a Eurocurrency Term SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.18; provided, further, that such a notice to prepay the Loans of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlother transactions specified therein, in either case, which case such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit 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.

Optional Prepayments. The Subject to the payment of any amounts required by Section 2.14 hereof, Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time to prepay the Loans, any Borrowing in whole or in part, part without premium fees or penalty, upon irrevocable notice (except as otherwise provided below) delivered subject to the requirements of this Section; provided that Borrower shall notify Administrative Agent no (and, in the case of a prepayment of a Swingline Loan, the Swingline Lender) in writing signed by Borrower of any optional prepayment hereunder (which signed written notice may be delivered via facsimile or email transmission to the numbers and/or email addresses set forth in Section 2.03) (i) in the case of prepayment of a Eurodollar Borrowing, not later than 12:00 Noon11:00 a.m., New York City time, three (3) Business Days prior thereto, before the date of prepayment or (ii) in the case of Eurocurrency Loansprepayment of a Base Rate Borrowing, and no not later than 12:00 Noon11:00 a.m., New York City time, on one (1) Business Day before the day date of prepayment. Each such prepayment, in the case of ABR Loans, which notice shall be irrevocable and shall specify the prepayment date and the principal amount of prepayment each Borrowing or portion thereof to be prepaid and whether the prepayment is of Eurocurrency Loans to be applied to prepay outstanding Revolving Loans, Term Loans, or ABR Loansan outstanding Swingline Loan; providedprovided that, that if a Eurocurrency Loan notice of prepayment is prepaid on any day other than the last day given in connection with a conditional notice of termination of the Interest Period applicable thereto, the Borrower Commitments as contemplated by Section 2.07 or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is otherwise conditioned upon the effectiveness of other credit facilities or the receipt of proceeds from a Change in Controlsale of a Real Property, in either case, which then such notice of prepayment may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition notice of termination is not satisfied. Notwithstanding revoked (in the foregoing, the revocation case of a notice of termination notice shall not affect the Borrower’s obligation to indemnify any Lender of Commitments, in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.07). Upon Promptly following receipt of any such notice the relating to a Borrowing, Administrative Agent shall promptly notify each relevant Lender advise the Lenders of the contents thereof. If Each partial prepayment of any such notice is given, the amount specified in such notice Borrowing shall be due and payable on the date specified therein, together with (except in an amount that would be permitted in the case of a Borrowing of the same Type as provided in Section 2.02, except as necessary to apply fully the required amount of a mandatory prepayment. Each prepayment of a Borrowing shall be applied to repay (i) all outstanding Revolving Loans that are ABR Loans and (other than Swingline Loans) ratably, (ii) all outstanding Term Loans ratably or (iii) any Swingline Loans, as applicable. Prepayments shall be accompanied by (A) accrued interest to such date on the amount prepaidextent required by Section 2.11 and (B) any payments due pursuant to Section 2.14, and shall be made in the manner specified in Section 2.08(b). Partial prepayments Each prepayment of Term Loans and the Revolving Loans shall be made ratably among the Revolving Lenders in an aggregate principal amount accordance with their respective Revolving Loan Commitments. Each prepayment of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline the Term Loans shall be made ratably among the Term Lenders in an aggregate principal amount of $100,000 or a whole multiple thereofaccordance with their respective Term Loan Exposures.

Optional Prepayments. The Subject to the terms and conditions hereinafter set forth, the Borrower and any relevant Subsidiary Borrower may at any time and from time may, upon notice to time the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, prepay the Loans, and in whole or in partpart (subject to a minimum amount of Seven Million Five Hundred Thousand Dollars ($7,500,000)); provided that, without premium or penaltyunless otherwise agreed by the Administrative Agent, upon irrevocable such notice (except as otherwise provided below) delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, 11:00 a.m. on the day date of prepayment. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretoamount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Facility). If such notice is given by the Borrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. On such date, the Borrower shall pay to the Administrative Agent, in addition to the principal amount being prepaid (the “Principal Prepayment Amount”), all accrued but unpaid interest then due thereon together with all other sums due hereunder and the applicable Prepayment Fee (except in if any). Each prepayment of the case of Revolving outstanding Loans that are ABR Loans and Swingline Loanspursuant to this Section 3.04(a) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate applied to the principal amount of $1,000,000 or repayment installments thereof on a whole multiple thereofpro-rata basis. Partial Such prepayments of Swingline Loans shall be paid to the Lenders in an aggregate principal amount accordance with their respective Applicable Percentages of $100,000 or a whole multiple thereofthe Facility. PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penaltypenalty except as provided in Section 2.11(b), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City timeLocal Time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify (i) the date and amount of prepayment, (ii) whether the prepayment is of Revolving Loans, Swingline Loans, Tranche A Term Loans, Tranche B Term Loans or New Term Loans of any Tranche, and if such prepayment is of Revolving Loans or Swingline Loans, the Class of Revolving Loans to be prepaid and (iii) whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans of a Class and of Revolving Loans of a Class shall be in an aggregate principal amount of (i) $1,000,000 or a whole multiple of $100,000 in excess thereof (in the case of prepayments of ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurocurrency Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans of a Class shall be in an aggregate principal amount of $1,000,000 50,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple 50,000 in excess thereof.

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon11:00 a.m., New York City time, three Business Days prior thereto, in the case of Eurocurrency Term Benchmark Loans and Daily Simple SOFR Loans, and no later than 12:00 Noon11:00 a.m., New York City time, on the day of such prepayment, in the case of ABR Loans, in each case which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Term Benchmark Loans, Daily Simple SOFR Loans or ABR Loans; provided, that if a Eurocurrency Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.22; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company’s or any relevant Subsidiary Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 2.22 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified 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 prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount integral multiple of $1,000,000 or a whole multiple thereof1 million and no less than $25 million. Partial Optional prepayments of Swingline Converted Term Loans shall may not be in an aggregate principal amount of $100,000 or a whole multiple thereofreborrowed.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans of any Class, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon1:00 P.M., New York City time, at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the Class of Loans being prepaid and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.18; provided, further, that (i) the Term B-2 Loans may not be prepaid pursuant to this Section 2.8(a) at any time that any Term B-1 Loans are outstanding unless such notice prepayment is in connection with a proportional (or greater) prepayment of Term B-1 Loans (based on the respective principal amounts outstanding of Term B-1 Loans and Term B-2 Loans, respectively) and (ii) Term C Loans may not be prepaid pursuant to prepay this Section 2.8(a) at any time that any Term B-1 Loans or Term B-2 Loans are outstanding unless such prepayment is in connection with a proportional (or greater) prepayment of Term B-1 Loans and Term B-2 Loans (based on the respective principal amounts outstanding of Term B-1 Loans, Term B-2 Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controland Term C Loans, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofrespectively). Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 2.8(a) shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or a whole multiple of $500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, the consummation of a particular Disposition or the occurrence of a change of control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class pursuant to this Section 2.8(a) shall be applied to the Loans of such Class of each Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such Lender.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, in whole or in part, part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty, upon irrevocable ; provided that (i) such notice (except as otherwise provided below) delivered to must be received by the Administrative Agent no not later than 12:00 Noon11:00 a.m., New York City time, (A) three Business Days prior thereto, in the case to any date of Eurocurrency prepayment of Eurodollar Rate Loans, and no later than 12:00 Noon, New York City time, on (B) the day date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than given by the last day of the Interest Period applicable theretoBorrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with (except any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares as directed by the case Borrower or if no such direction is given, first, to repayment of Revolving the Term Loan Principal Debt, until paid in full, and then to repayment of the Revolver Principal Debt. Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the Revolver Loans that are ABR Loans may be reborrowed by Borrower, subject to the terms and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments conditions hereof; but in no event following a payment or prepayment of Term Loans and Revolving Loans shall be in an aggregate principal may any amount of $1,000,000 the Term Loans so paid or a whole multiple thereof. Partial prepayments of Swingline Loans shall prepaid be in an aggregate principal amount of $100,000 or a whole multiple thereofreborrowed.

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans (other than the Brazilian Loans), in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon(x) with respect to Domestic Loans and Domestic Competitive Loans, 1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, in the case of ABR Loans, and (y) with respect to Multicurrency Loans and Multicurrency Competitive Loans, 11 A.M., London time, three Business Days prior thereto, in each case which notice shall specify the applicable Facility, the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.23 and (b) unless otherwise agreed to between the Company and the relevant Subsidiary Borrower, on the one hand, and the applicable Lender, on the other hand, no Competitive Loan may be prepaid without the consent of the Lender thereof except for any prepayment in connection with a Change of Control or in order to cure an Event of Default; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company’s or any relevant Subsidiary Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 2.23 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified 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 prepaid. Partial prepayments of Term Loans and Revolving Loans (other than Brazilian Loans) shall be in an aggregate principal amount integral multiple of 1 million units of the Currency of such Loan and no less than the Dollar Equivalent of $1,000,000 25 million. Any Brazilian Subsidiary Borrower may at any time and from time to time prepay the Brazilian Loans, in whole or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 part, without premium or a whole multiple thereofpenalty, upon irrevocable notice delivered to the Brazilian Administrative Agent pursuant to, and in accordance with the terms of, each Brazilian Bank Certificate.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty, upon irrevocable notice by the Borrower in the form attached hereto as Annex III (except as otherwise provided belowthe “Notice of Prepayment”) delivered to the Administrative Agent (x) no later than 12:00 Noon, 1:00 p.m. (New York City time, ) at least three (3) Business Days prior thereto, to the proposed prepayment date in the case of Eurocurrency Eurodollar Loans, and (y) no later than 12:00 Noon, 1:00 p.m. (New York City time, ) on the day of such prepayment, proposed prepayment date in the case of ABR Base Rate Loans, and (z) not later than 1:00 p.m. (New York City time) on the proposed prepayment date in the case of Swing Line Loans, in each case, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Loans shall be prepaid and (z) whether the prepayment is of Eurocurrency Base Rate Loans, Eurodollar Loans or ABR Loansa combination thereof, and, if of a combination thereof, the amount allocable to each; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower or relevant Subsidiary revokes any notice of prepayment previously delivered pursuant to this Section 4.6 after the date/time specified above, the Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof4.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.14. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. If the Borrower shall make any prepayment of a Swing Line Loan after 1:00 p.m. (New York City time) on the fifth Business Day following the making of such Swing Line Loan and the Swing Line Lender shall have requested from the Lenders Refunded Swing Line Loans in accordance with Section 2.6(a) on account of such Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Swing Line Loans outstanding at such time and second, to any outstanding Working Capital Facility Loans that are Base Rate Loans of the Borrower. If the amount of such prepayment is greater than the outstanding amount of such Swing Line Loans and such Working Capital Facility Loans that are Base Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess to the Borrower.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Term Benchmark Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Term Benchmark Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Partial prepayments Notwithstanding the foregoing, any notice of Swingline prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in an full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 2-Year Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment plus, in the case of $100,000 or any Term Benchmark Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a whole multiple thereofresult thereof pursuant to Section 2.17.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Term Loans, in whole or in part, without premium or penaltypenalty (other than as set forth in Section 3.2(g) below), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency LIBOR Rate Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and prepayment, whether the prepayment is of Eurocurrency LIBOR Rate Loans or ABR Loans and the manner in which such prepayment is to be applied to the Term Loans; provided, that if a Eurocurrency LIBOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.203.11; provided, provided further, that such notice to prepay the Loans delivered by the Borrower may state that such provide revocable notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may (pursuant to customary arrangements to be revoked reasonably approved by the Borrower (by further notice Administrative Agent) of such prepayment if the source of the repayment is intended to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of be a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofrefinancing facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving LIBOR Rate Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline ABR Loans shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Notwithstanding the foregoing, a notice of prepayment delivered by the Borrower in accordance with this Section 3.1 may expressly state that such notice is conditioned upon the effectiveness of new credit facilities or a whole multiple thereofother sources of refinancing and which effectiveness will result in the immediate payment in full in cash of all Obligations, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the time on which the Term Loans would have been repaid in accordance with such notice of prepayment) if such condition is not satisfied or not reasonably likely to be satisfied and the Borrower shall pay any amounts due under Section 3.9, if any, in connection with any such revocation.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time time, subject to Section 3.04(d), to prepay the Loans, any Borrowing in whole or in part, without premium or penalty, upon irrevocable subject to prior notice in accordance with Section 3.04(b); provided that the Borrower shall not have the right to make any optional prepayment of Term Loans unless (except as otherwise provided belowi) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, such prepayment results in the case payment in full of Eurocurrency Loans, all Term Loans and no later than 12:00 Noon, New York City time, on is made in connection with an optional repayment in full of all of the day Loans and the termination of all of the Commitments; (ii) such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is made with the proceeds of Eurocurrency Loans any substantially contemporaneous (A) incurrence of any Permitted Term Loan Refinancing Indebtedness, (B) Qualified Unsecured Indebtedness Offering or ABR Loans(C) Qualified Equity Issuance; provided(iii) if such prepayment is made in whole or in part with the proceeds of any Revolving Borrowing, then after giving effect to such Revolving Borrowing, (A) the Aggregate Revolving Commitments exceeds the Total Revolving Credit Exposure by not less than $300,000,000 (and the conditions to borrowing set forth in Section 6.03 are satisfied at such time) and (B) the Borrower is in compliance on a pro forma basis with the financial covenants contained in Section 9.10 that if a Eurocurrency Loan is prepaid on any day other than are applicable at such time as of the last day of the Interest most recently ended Testing Period applicable thereto, the Borrower for which financial statements are available after giving pro forma effect to such Revolving Borrowing; or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective dateiv) if such condition prepayment is not satisfied. Notwithstanding made with any source other than those described in the foregoingforegoing clauses (ii) and (iii), at the time of such prepayment, the revocation Aggregate Revolving Commitments exceeds the Total Revolving Credit Exposure by not less than $300,000,000. Optional prepayments of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender Term Loans made in accordance with Section 2.20 for any loss clauses (ii), (iii) or expense sustained (iv) of the proviso to the immediately preceding sentence may be either partial or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial full prepayments of the Term Loans and 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 thereofLoans.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day date of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial Optional prepayments of Swingline Converted Term Loans shall may not be reborrowed and partial prepayments of Converted Term Loans may be applied to scheduled installments thereof in an aggregate principal amount such order as directed by the Borrower. Notwithstanding the foregoing, any notice of $100,000 prepayment delivered in connection with any refinancing or a whole multiple thereofprepayment of all of the Revolving Facility or the Converted Term Loans, as applicable, with the proceeds of Indebtedness or other transaction to be incurred or consummated substantially simultaneously with such refinancing or prepayment, may be, if expressly stated in such notice of prepayment, contingent upon the consummation of such transactions and may be revoked by the Borrower in the event the incurrence of such transaction is not consummated.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone (1) Business Day prior thereto, in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans and if such payment is to be applied to prepay any Term Loans, the manner in which such prepayment is to be applied thereto (and if not specified such prepayment shall be applied to any Term Loans in direct order of maturity thereof); provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.203.11; provided, further, further that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by contingent on the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation occurrence of a refinancing or the consummation of a sale, transfer, lease or other disposition of assets and may be revoked or the termination notice shall date deferred if the refinancing or sale, transfer, lease or other disposition of assets does not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofoccur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Eurodollar Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Base Rate Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 or a whole multiple in excess thereof.

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans (other than the Brazilian Loans), in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon(x) with respect to Domestic Loans and Domestic Competitive Loans, 1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, in the case of ABR Loans, and (y) with respect to L/C Tranche Loans, Multicurrency Loans and Multicurrency Competitive Loans, 11 A.M., London time, three Business Days prior thereto, in each case which notice shall specify the applicable Facility, the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.22 and (b) unless otherwise agreed to between the Company and the relevant Subsidiary Borrower, on the one hand, and the applicable Lender, on the other hand, no Competitive Loan may be prepaid without the consent of the Lender thereof except for any prepayment in connection with a Change of Control or in order to cure an Event of Default; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company’s or any relevant Subsidiary Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 2.22 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified 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 prepaid. Partial prepayments of Term Loans and Revolving Loans (other than Brazilian Loans) shall be in an aggregate principal amount integral multiple of 1 million units of the Currency of such Loan and no less than the Dollar Equivalent of $1,000,000 25 million. Any Brazilian Subsidiary Borrower may at any time and from time to time prepay the Brazilian Loans, in whole or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 part, without premium or a whole multiple thereofpenalty, upon irrevocable notice delivered to the Brazilian Administrative Agent pursuant to, and in accordance with the terms of, each Brazilian Bank Certificate.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable revocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, at least three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loansprepayment; provided, that if a Eurocurrency LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, provided, however, that if the Borrower shall notify the Administrative Agent on or prior to 4:00 p.m., New York City time, on the date specified for the prepayment that the Borrower has revoked its election to prepay, the Borrower shall not be required to make such prepayment, provided, further, that if such notice with respect to any LIBOR Loan is delivered to the Administrative Agent less than three Business Days prior to the date specified for prepayment, the Borrower shall pay to the Administrative Agent on demand any amounts payable under Section 2.15. For the avoidance of doubt if, with respect to a LIBOR Loan, such notice is delivered to the Administrative Agent less than three Business Days prior to the date specified for prepayment, “LIBOR” for such amount not prepaid for the remaining portion of the Interest Period commencing on the date of scheduled prepayment shall be the amount the Administrative Agent shall reasonably determine, in consultation with the Lenders, as the rate which compensates the Lenders for their cost of funding for such period. Partial prepayments of Term Loans and 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.

Optional Prepayments. The Subject to this Section 2.05, the Borrower and any relevant Subsidiary Borrower may may, upon notice to the Administrative Agent, at any time and from time to time after the six-month anniversary of the Closing Date voluntarily prepay the Loans, Loans in whole or in part, without premium or penalty, upon irrevocable ; provided that (1) such notice (except as otherwise provided below) delivered to must be received by the Administrative Agent no not later than 12:00 Noon, p.m. (New York City time, ) (A) three (3) Business Days prior thereto, in the case to any date of Eurocurrency Loans, prepayment of Eurodollar Loans and no later than 12:00 Noon, New York City time, (B) on the day date of prepayment of Base Rate Loans; and (2) any prepayment of Eurodollar Loans shall be in a principal amount of (x) $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether such prepayment, the prepayment is amount of Eurocurrency Loans or ABR Loans; provided, the Applicable Prepayment Premium due thereon (provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided2.14) and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, further, that and of the amount of such notice to prepay the Loans delivered by the Borrower may state that Lender’s pro rata share of such prepayment. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingBorrower, it shall be irrevocable, the revocation of a termination notice Borrower shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans Applicable Prepayment Premium and Swingline Loans) accrued interest to such date on the amount prepaid. Partial Any prepayment of a Eurocurrency Rate Loan shall be accompanied by any additional amounts required pursuant to Section 2.14. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Lenders in accordance with their respective pro rata shares. Optional prepayments of Term Loans and Revolving Loans made pursuant to this Section 2.05 shall be in an aggregate principal amount accompanied by payment 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 thereofthe Applicable Prepayment Premium and all accrued interest on such Loans.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided set forth below) ), upon notice delivered to the Administrative Agent no (a) in the case of a prepayment of Term Benchmark Loans, not later than 12:00 Noon11:00 a.m., New York City time, three Business Days prior theretobefore the date of prepayment, (b) on the same Business Day in the case of Eurocurrency ABR Loans and (c) in the case of a prepayment of RFR Loans, and no not later than 12:00 Noon11:00 a.m., New York City time, on three Business Days before the day date of such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is Type of Eurocurrency Loans or ABR Loans; to be prepaid; provided, that if a Eurocurrency Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary such Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.22. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans that are ABR Loans) accrued interest to such date on the amount prepaid; provided that notwithstanding anything to the contrary contained in this Agreement, the Parent may rescind, or extend the date for prepayment specified in, any notice of prepayment under this Section 2.12, if such prepayment would have resulted from a refinancing of all or any portion of any Facility or Facilities which refinancing shall not be consummated or shall otherwise be delayed. Partial prepayments of Tranche A Term Loans and 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. Any optional prepayments of the Term Loans shall be applied to the remaining installments thereof as selected by the Parent (or absent any such selection in the direct order of maturity).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay (i) At their option, the Loans, in whole or in partBorrowers may, without premium or penaltypenalty but subject to Section 2.13 in the case of LIBOR Loans, upon irrevocable one (1) Business Day’s notice (except as otherwise provided below) delivered from the Borrowers to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on Base Rate Loans or three (3) Business Days’ notice from the day of such prepayment, Borrowers to the Administrative Agent in the case of ABR LIBOR Loans, which prepay the Base Rate Loans in any Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $3,000,000 or an integral multiple of $500,000 in excess thereof, or in whole and prepay the LIBOR Loans in any Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of prepayment and whether the such prepayment; provided that if such prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than on the last day of the Interest Period applicable theretoto such LIBOR Loan, the Borrower or relevant Subsidiary Borrower Borrowers shall also pay any amounts owing pursuant be subject to the payments required by Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that 2.13. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingBorrowers, the revocation of a termination notice Borrowers shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. If no Default or Event of Default has occurred and is continuing, together with (except in all prepayments under this Section 2.06(b) which are applied to reduce the case principal amount of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be applied to the Loans as directed by the Borrowers. If the Borrowers fail to direct the application of any such prepayments, then such principal prepayments shall be applied first to the accrued but unpaid interest on and then any principal of the Swing Line Loans until paid in full, second to the accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full, and finally to Cash Collateralize the Obligations in an aggregate amount equal to the Effective Amount of the L/C Obligations. In each case, to the extent possible, such principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans payment shall be first applied to prepay Base Rate Loans and then if any funds remain, to prepay LIBOR Loans; provided that if an Event of Default has occurred and is continuing at the time any such prepayment is made, the Lenders shall apply such prepayments to such Obligations as the Administrative Agent may determine in an aggregate principal amount of $100,000 or a whole multiple thereofits discretion which determination shall be effective as to all Lenders (but for regulatory purposes, the Lenders may apply such payments internally as they shall determine).

Optional Prepayments. (i) The Borrower and any relevant Subsidiary Borrower may may, upon notice to the Administrative Agent by the Borrower, at any time and or from time to time voluntarily prepay the Loans, any Borrowing of any Class in whole or in part, part without premium or penalty, upon irrevocable notice penalty (except as otherwise set forth in Section 2.05(a)(iv)); provided belowthat (1) delivered to such notice must be received by the Administrative Agent no not later than 12:00 Noon1:00 p.m., New York City time, time (A) three (3) Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof, in each case, the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of entire principal amount thereof then outstanding. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurocurrency Loans or ABR Loans; providedto be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable theretoamount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (except in it being understood and agreed that if the case Borrower does not so direct at the time of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on prepayment, such prepayment shall be applied against the amount prepaid. Partial prepayments scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and Revolving Loans shall be paid to the Appropriate Lenders 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 thereofaccordance with their respective Applicable Percentages.

Optional Prepayments. The In addition to the prepayment of the Advances on any Payment Date pursuant to the Priority of Payments, the Borrower and any relevant Subsidiary Borrower may at any time and may, from time to time on any Business Day, voluntarily prepay the Loans, Advances in whole or in part, without premium or penaltytogether with all Interest accrued thereon, upon irrevocable notice (except as otherwise subject to Section 2.10; provided below) that the Borrower shall have delivered to the Collateral Agent and the Administrative Agent no written notice of such prepayment (such notice, a “Notice of Prepayment”) not later than 12:00 Noon, 10:00 a.m. (New York City time) on such Business Day. Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall be dated the date such notice is being given, three Business Days prior theretosigned by a Responsible Officer of the Borrower and otherwise appropriately completed. Each prepayment by the Borrower of any Advance pursuant to this Section 2.05(a) (other than any prepayment of the Advances on any Payment Date pursuant to the Priority of Payments) shall in each case be in a principal amount of at least $500,000 or, if less, the entire outstanding principal amount of the Advances Outstanding or, in the case of Eurocurrency any prepayment of Advances with the proceeds of a prepayment or repayment of principal of Collateral Loans, and no later than 12:00 Noon, New York City time, on such lesser amount as is paid by the day applicable Obligor in respect thereof. If a Notice of such prepayment, in Prepayment is given by the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretoBorrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein, together with . The Borrower shall make the payment amount specified in such notice by wire transfer of immediately available funds by 2:00 p.m. (except New York time) to the deposit account specified by the Administrative Agent from time to time in writing. The Administrative Agent promptly will make such payment amount specified in such notice available to each Lender in the case amount of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest each Lender’s Percentage of the payment amount by wire transfer to such date Xxxxxx’s account. Any funds for purposes of a voluntary prepayment received by the Administrative Agent after 2:00 p.m. (New York time) shall be deemed received on the amount prepaidnext Business Day. Partial prepayments For the avoidance of Term Loans doubt, the prepayment of the Advances on any Payment Date pursuant to the Priority of Payments shall not be subject to any notice, minimum amount, or funding and 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 thereofpayment location requirements hereunder.

Optional Prepayments. (i) The Borrower and any relevant Subsidiary Borrower may may, upon notice to the Administrative Agent by the Borrower, at any time and or from time to time voluntarily prepay the Loans, any Borrowing of any Class in whole or in part, part without premium or penalty, upon irrevocable notice penalty (except as otherwise set forth in Section 2.05(a)(iv)); provided belowthat (1) delivered to such notice must be received by the Administrative Agent no not later than 12:00 Noon1:00 p.m., New York City time, time (A) three (3) Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans (or, in the case of a Eurocurrency LoansRate Loan denominated in any currency other than Dollars, and no not later than 12:00 Noon1:00 p.m., New York City timeLocal Time, three (3) Business Days before any date of prepayment) and (B) on the day date of such prepaymentprepayment of Base Rate Loans and (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof, in each case, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurocurrency Loans or ABR Loans; providedto be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable theretoamount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied (except in x) prior to the case Conversion Date, to reduce the principal amount of Revolving the Term Loans that are ABR Loans and Swingline Loans) accrued interest to such date be repaid on the amount prepaid. Partial prepayments Maturity Date and (y) after the Conversion Date, to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and Revolving Loans shall be paid to the Appropriate Lenders 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 thereofaccordance with their respective Applicable Percentages.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and may, from time to time on any Business Day, voluntarily prepay the Loans, Revolving Advances in whole or in part, without premium penalty or penalty, upon irrevocable notice (except as otherwise premium; provided below) that the Borrower shall have delivered to the Administrative Revolving Lenders and the Facility Agent no written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit C hereto not later than 12:00 Noon, New York City timenoon on the Business Day that is (i) in the case of SOFR Rate Advances, three Business Days prior theretoto the date of such prepayment, and (ii) in the case of Eurocurrency LoansBase Rate Advances, one Business Day prior to the date of such prepayment. Each such Notice of Prepayment shall be irrevocable and no effective upon receipt and shall be dated the date such notice is being given, signed by a Responsible Officer of the Borrower or the Portfolio Manager on its behalf and otherwise appropriately completed. The Borrower may, from time to time on any Business Day after the Lockout Period, with the payment of any Breakage Fees, voluntarily prepay the Term Advances in whole or in part, without penalty or premium; provided that the Borrower shall have delivered to the Term Lenders and the Facility Agent a Notice of Prepayment in the form of Exhibit C hereto not later than 12:00 Noon, New York City time, noon on the day Business Day that is (i) in the case of SOFR Rate Advances, three Business Days prior to the date of such prepayment, and (ii) in the case of ABR LoansBase Rate Advances, which notice shall specify one Business Day prior to the date of such prepayment. Each such Notice of Prepayment shall be irrevocable and effective upon receipt and shall be dated the date such notice is being given, signed by a Responsible Officer of the Borrower or the Portfolio Manager on its behalf and otherwise appropriately completed. Each prepayment of any Revolving Advance or Term Advance by the Borrower pursuant to this Section 2.05(a) shall in each case be in a principal amount of prepayment and whether at least $250,000 or a whole multiple of $1 in excess thereof or, if less than a single such increment remains outstanding, the prepayment is of Eurocurrency Loans or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day entire outstanding principal amount of the Interest Period applicable theretoAdvances of the Borrower. If a Notice of Prepayment is given by the Borrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified 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 prepaid. Partial prepayments of Term Loans and 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.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Revolving Credit Loans and Swingline Loans, in whole or in part, without premium or penalty, upon with irrevocable prior written notice (except as otherwise provided below) delivered to the Administrative Agent no substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 Noonnoon (i) at least one (1) Business Day before each Base Rate Loan (other than a Swingline Loan), New York City time, (ii) at least three (3) Business Days prior theretobefore each LIBOR Rate Loan, and (iii) on the same Business Day as each Swingline Loan, in the each case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency LIBOR Rate Loans, Base Rate Loans, Swingline Loans or ABR Loans; provideda combination thereof, that and, if of a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable theretocombination thereof, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant amount allocable to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofeach. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereofRevolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except set forth in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidnotice. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans) and $500,000 or a whole multiple thereofof $100,000 in excess thereof with respect to LIBOR Rate Loans, but no minimum amount will apply with respect to partial prepayments of Swingline Loans. A Notice of Prepayment received after noon shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in respect thereof under Section 5.9).

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty, upon irrevocable notice (except in the case of Daylight Overdraft Loans) in the form attached hereto as otherwise provided belowAnnex V (the "Notice of Prepayment") delivered to the Administrative Agent no later than 12:00 Noon, at least three Business Days prior to 12:30 p.m. (New York City time), three Business Days prior thereto, on the proposed prepayment date in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon, New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Base Rate Loans and Cost of Funds Loans, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Revolving Credit Loans or Swing Line Loans shall be prepaid and (z) whether the prepayment is of Eurocurrency Base Rate Loans, Cost of Funds Loans, Eurodollar Loans or ABR Loansa combination thereof, and, if of a combination thereof, the amount allocable to each; providedprovided that, that if a Eurocurrency Eurodollar Loan or Cost of Funds Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower or relevant Subsidiary revokes any notice of prepayment previously delivered pursuant to this Section 4.6, the Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof4.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender (or in the case of prepayment of a Swing Line Loan, the Swing Line Lender) thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.15. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments If the Borrower shall make any payment of Swingline a Swing Line Loan after 11:00 a.m. (New York City time) on the fifth Business Day following the making of such Swing Line Loan and the Swing Line Lender shall have requested from the Lenders, Revolving Credit Loans in accordance with Section 2.5(a) on account of such Swing Line Loan, the Administrative Agent shall be apply such prepayment in an aggregate principal the following order: first to any other Swing Line Loans of the Borrower outstanding at such time and second, to any outstanding Revolving Credit Loans that are Base Rate Loans of the Borrower (other than any Base Rate Loans made on the same day such prepayment is made) in chronological order by Obligation Date. If the amount of $100,000 or a whole multiple thereofsuch prepayment is greater than the outstanding amount of such Swing Line Loans and such Base Rate Loans at the time such prepayment is made (other than any Base Rate Loans made on the same day such prepayment is made), the Administrative Agent shall promptly remit the excess to the Borrower.

Optional Prepayments. The Borrower (a) Subject to Sections 4.11 and any relevant Subsidiary Borrower 4.17, the Borrowers may at any time and from time to time prepay the LoansLoans under any Facility, as elected by the applicable Borrower(s) (other than BA Loans but subject to Section 3.2(c)(xi)), in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered by Cedar Fair LP to the Administrative Agent no later than 12:00 Noon11:00 A.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon11:00 A.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Base Rate Loans and Canadian Prime Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans, Base Rate Loans or ABR LoansCanadian Prime Rate Loans (and under which Facility such Loans are being prepaid); provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower applicable Borrower(s) shall also pay any amounts owing pursuant to Section 2.204.11; provided, provided further, that such notice to prepay the no Extended Term Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may any Extension Series shall be revoked by the Borrower (by further notice to the Administrative Agent on or prepaid prior to the specified effective date) if date on which all Term Loans of the Existing Term Loan Facility from which such condition Extended Term Loans were converted unless such prepayment of Extended Term Loans is not satisfied. Notwithstanding the foregoing, the revocation accompanied by a pro rata prepayment of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofTerm Loans under such Existing Term Loan Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Base Rate Loans, Canadian Prime Rate Loans, BA Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or C$1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or C$100,000 or a whole multiple thereof. Any prepayment of Loans under any Facility pursuant to this Section 4.1 shall be applied on a pro rata basis to the Loans of each Lender under such Facility. Unless otherwise directed by the applicable Borrower, any such prepayment shall be applied in direct order of maturity of scheduled repayments of such Facility.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the any Class or Classes of Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than (a) 12:00 NoonP.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans (other than Foreign Currency Loans), and (b) no later than 12:00 NoonP.M., New York City time, on the day date of such prepayment, in the case of ABR Loans and (c) no later than the time set forth thereof for the relevant Foreign Currency on the Administrative Schedule in the case of Foreign Currency Loans, which notice shall shall, in each case, specify the date and amount of prepayment prepayment, the Loans to be prepaid and whether the prepayment is of Eurocurrency Loans denominated in Dollars, Foreign Currency Loans (and if a Foreign Currency Loan is to be prepaid, the Foreign Currency in which such Loans are denominated) or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary applicable Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid; provided, however, that any notice of prepayment given by any Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising or other transaction, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Partial prepayments of Term Loans and Revolving Loans (other than Foreign Currency Loans) shall be in an aggregate principal amount of $1,000,000 500,000 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. Partial prepayments of Foreign Currency Loans shall be in a minimum amount as set forth for the relevant Foreign Currency on the Administrative Schedule. Optional prepayments shall be applied to the prepayment of the applicable Class or Classes of Term Loans as directed by the applicable Borrower.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided belowherein), (x) upon irrevocable notice delivered to the Administrative Agent no (i)no later than 12:00 Noon, New York City time, three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and (ii) no later than 12:00 Noon, New York City time, on the day of such prepayment, one Business Day prior thereto in the case of ABR Base Rate Loans that are Term Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or ABR Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans, and (y) at any time on any Business Day with no prior notice, in the case of Revolving Credit Loans that are Base Rate Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; 2.19, provided, further, that such a notice to prepay the Loans delivered by the Borrower of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change in of Control), in either case, which case such notice may be revoked by the Borrower Company (by further written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice is revoked as contemplated above), together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit 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 500,000 in excess thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice penalty (except as otherwise provided below) herein, including Section 2.3(e)), upon irrevocable notice delivered to the Administrative Agent Agent, no later than 12:00 Noonnoon, New York City time, at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon, New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Revolving Credit Loans or ABR Term Loans and whether of Eurodollar Loans or Base Rate Loans; provided that such notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing, any public offering or any merger, acquisition or divestiture, in which case such notice may be revoked by notice to the Administrative Agent on or prior to the specified effective date if such condition is not satisfied (it being understood and agreed that the foregoing shall not impair or otherwise limit or reduce the Borrower’s obligation to indemnify and hold harmless Lenders pursuant to Section 2.19(b) in connection with any such default in making any prepayment as specified in a notice of borrowing that is later revoked); provided, further, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.19. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving prepayments of Base Rate Loans that are ABR Loans and Swingline Revolving Credit Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial Voluntary prepayments of Swingline Term Loans shall be applied to any tranche or tranches of Term Loans as specified by the Borrower and, within any such tranche so specified by the Borrower, to the scheduled principal payments of Loans under such applicable tranche or tranches as directed by the Borrower and in an aggregate principal amount the absence of $100,000 or a whole multiple thereofsuch direction, in the direct order of maturity.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltypenalty (except as required pursuant to Section 2.19), upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, 11:00 A.M. (local time in New York City time, City) three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Term SOFR Loans and no later than 12:00 Noon, 11:00 A.M. (local time in New York City time, on the day of such prepayment, City) one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurocurrency Term Loans or ABR Revolving Credit Loans and whether such prepayment is of Term SOFR Loans or Base Rate Loans; provided, that if a Eurocurrency Term SOFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.18(h); provided, further, that such a notice to prepay the Loans of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlother transactions specified therein, in either case, which case such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are ABR Loans and Swingline Base Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Credit 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.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time voluntarily prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon1:00 p.m., New York City timetime (or such later time as the Administrative Agent may agree in its sole discretion), three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon1:00 p.m., New York City timetime (or such later time as the Administrative Agent may agree in its sole discretion), on the day of such prepayment, one Business Day prior thereto in the case of ABR Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Base Rate Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof4.11. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied), together with (except in the case of Revolving Loans that are ABR Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 4.1 shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.1 shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower and may, upon notice to the Administrative Agent (or the Revolver Agent in the case of any relevant Subsidiary Borrower may notice in connection with any Revolving Credit Facilities, Revolving Credit Commitments, Revolving Credit Loans, Extended Revolving Credit Commitments or Loans thereunder or Incremental Revolving Credit Commitments) by the Borrower, at any time and or from time to time voluntarily prepay the Loans, any Borrowing of any Class in whole or in part, part without premium or penalty, upon irrevocable notice penalty (except as otherwise set forth in Section 2.05(a)(iv)); provided belowthat (1) delivered to such notice must be received by the Administrative Agent no or the Revolver Agent, as applicable, not later than 12:00 Noon1:00 p.m., New York City time, time (A) three (3) Business Days prior theretoto any date of prepayment of Adjusted Term SOFR Rate Loans (or, in the case of Eurocurrency an Adjusted Term SOFR Rate Loan denominated in any currency other than Dollars, not later than 1:00 p.m., Local Time, three (3) Business Days before any date of prepayment), (B) on the date of prepayment of Base Rate Loans, (C) three (3) Business Days prior to any date of prepayment of Revolver Adjusted Term SOFR Rate Loans and no later than 12:00 Noon, New York City time, on (D) five (5) Business Days prior to any date of prepayment of Adjusted Daily Simple SOFR Loans or Revolver Adjusted Daily Simple SOFR Loans and (2) any prepayment of Adjusted Term SOFR Rate Loans or Revolver Adjusted Term SOFR Rate Loans shall be in a principal amount of the day Borrowing Minimum or a whole multiple of such prepaymentthe Borrowing Multiple in excess thereof, in each case, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurocurrency Loans to be prepaid. The Administrative Agent (or ABR Loans; providedthe Revolver Agent, that if a Eurocurrency Loan is prepaid on any day other than the last day as applicable) will promptly notify each Appropriate Lender of its receipt of each such notice, and of the Interest Period applicable theretoamount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of an Adjusted Term SOFR Rate Loan or Revolver Adjusted Term SOFR Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied (except x) prior to the Conversion Date, to reduce the principal amount of the Term Loans to be repaid on the Maturity Date and (y) after the Conversion Date, to the Class(es) and Type(s) (and in the case of Revolving Loans Term Loans, the installments thereof) as directed by the Borrower (it being understood and agreed that are ABR Loans and Swingline in the case of Term Loans) accrued interest to , if the Borrower does not so direct at the time of such date on prepayment, such prepayment shall be applied against the amount prepaid. Partial prepayments scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and Revolving Loans shall be paid to the Appropriate Lenders 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 thereofaccordance with their respective Applicable Percentages.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon2:00 p.m., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans which shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Partial prepayments Notwithstanding the foregoing, any notice of Swingline prepayment delivered in connection with any refinancing of all of the Loans shall and Commitments with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in an aggregate principal amount of $100,000 or a whole multiple thereofconnection with any such revocation, in the event such contingency is not met.

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the LoansLoans of any Class, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon1:00 P.M., New York City time, at least three Business Days prior thereto, thereto in the case of Eurocurrency Loans, Eurodollar Loans and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, at least one Business Day prior thereto in the case of ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the Class of Loans being prepaid and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 2.8(a) shall be in an aggregate principal amount of $1,000,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or a whole multiple of $500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities, the consummation of a particular Disposition or the occurrence of a change of control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class pursuant to this Section 2.8(a) shall be applied to the Loans of such Class of each Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such Lender.

Optional Prepayments. (i) The Borrower and any relevant Subsidiary Borrower may may, upon notice to the Administrative Agent by the Borrower, at any time and or from time to time voluntarily prepay the Loans, any Borrowing of any Class in whole or in part, part without premium or penalty, upon irrevocable notice penalty (except as otherwise set forth in Section 2.05(a)(iv)); provided belowthat (1) delivered to such notice must be received by the Administrative Agent no not later than 12:00 Noon1:00 p.m., New York City time, time (A) three (3) Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans and (B) one (1) Business Day prior to the date of prepayment of Base Rate Loans, (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the case entire principal amount thereof then outstanding and (3) any prepayment of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day Base Rate Loans shall be in a principal amount of such prepayment$500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurocurrency Loans or ABR Loans; providedto be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable theretoamount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that make such notice to prepay prepayment and the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (except in it being understood and agreed that if the case Borrower does not so direct at the time of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on prepayment, such prepayment shall be applied against the amount prepaid. Partial prepayments scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and Revolving Loans shall be paid to the Appropriate Lenders 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 thereofaccordance with their respective Applicable Percentages.

Optional Prepayments. The Borrower and any relevant Subsidiary Any Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided belowthat, if a notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction or event, such notice may be revoked by such Borrower (by notice to the Administrative Agent) if such credit facilities do not become effective or such other issuance, transaction or event does not close or materialize, subject to the obligations of the Borrowers under Section 2.20) delivered to the Administrative Agent (which notice shall be in a form reasonably acceptable to the Administrative Agent) no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon, New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans or Daily Floating Rate Loans, which notice shall specify the Facility being prepaid, the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans, Daily Floating Rate Loans or ABR Loans; provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary such Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans, Daily Floating Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof and shall be applied ratably to the remaining principal amortization payments (excluding the final payment due on the maturity date of such Term Loan for purposes of calculating such ratable application). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon at least three Business Days' irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noonby the Designated Borrower, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR Loans, which notice shall specify 33 27 specifying the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans, Base Rate Loans or ABR Loans; a combination thereof, and, if of a combination thereof, the amount allocable to each, provided, that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower Borrowers shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.22. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of the Term Loans shall be applied pro rata to the Tranche A Term Loans and the Tranche B Term Loans, and to the remaining installments of principal thereof pro rata in accordance with the remaining outstanding principal amounts thereof. Notwithstanding the foregoing, so long as any Tranche A Term Loans are outstanding, each Tranche B Term Loan Lender shall have the right to refuse all or any portion of any prepayment pursuant to this Section 2.11 allocable to such Lender's Tranche B Term Loans, and the amount so refused shall be applied to prepay the Tranche A Term Loans in accordance with the preceding sentence. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments of Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 500,000 or a whole multiple thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may Borrowers may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice (except as otherwise provided below) delivered must be in a form acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three (3) Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall 45 be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of entire principal amount thereof then outstanding. Each such prepayment, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurocurrency Revolving Credit Loans or ABR to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Credit Loans; provided. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, that if a Eurocurrency Loan is prepaid on any day other than the last day and of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that amount of such notice to prepay the Loans delivered by the Borrower may state that Lender’s Applicable Percentage of such prepayment. If such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked given by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoingBorrowers, the revocation of a termination notice Borrowers shall not affect make such prepayment and the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein; provided, together that if a Contingent Commitment Termination Notice is revoked by the Borrowers in accordance with Section 2.04, as result of the refinancing specified therein not having occurred, the Borrowers shall not be required to prepay the Revolving Credit Loans (except and the Revolving Credit Loans shall not become due and payable) on the payment date set forth in the case such revoked Contingent Commitment Termination Notice. Any prepayment of Revolving Loans that are ABR Loans and Swingline Loans) a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Subject to Section 2.13, each such prepayment shall be applied to the Revolving Credit Loans of Term the Lenders in accordance with their respective Applicable Percentages. The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and Revolving Loans the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 or a whole multiple thereof100,000. Partial prepayments Each such notice shall specify the date and amount of Swingline Loans such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be in an aggregate principal amount of $100,000 or a whole multiple thereofdue and payable on the date specified therein.

Optional Prepayments. The Borrower Company and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans (other than the Brazilian Loans), in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon(x) with respect to Domestic Loans, Swingline Loans and Domestic Competitive Loans, 1:00 P.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon1:00 P.M., New York City time, on the day of such prepayment, in the case of ABR Loans, and (y) with respect to L/C Tranche Loans, Multicurrency Loans and Multicurrency Competitive Loans, 11 A.M., London time, three Business Days prior thereto, in each case which notice shall specify the applicable Facility, the date and amount of prepayment and whether the prepayment is of Eurocurrency Loans or ABR Loans; provided, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Company or the relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.25 and (b) unless otherwise agreed to between the Company and the relevant Subsidiary Borrower, on the one hand, and the applicable Lender, on the other hand, no Competitive Loan may be prepaid without the consent of the Lender thereof except for any prepayment in connection with a Change of Control or in order to cure an Event of Default; provided, further, that such notice to prepay the Loans delivered by the Borrower Company may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in of Control, in either case, which such notice may be revoked by the Borrower Company (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination prepayment notice shall not affect the Company's or any relevant Subsidiary Borrower’s 's obligation to indemnify any Lender in accordance with Section 2.20 2.25 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven (and not revoked as provided herein), the amount specified in such notice shall be due and payable on the date specified 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 prepaid. Partial prepayments of Term Loans and Revolving Loans (other than Brazilian Loans) shall be in an aggregate principal amount integral multiple of 1 million units of the Currency of such Loan and no less than the Dollar Equivalent of $1,000,000 or a whole multiple thereof25 million. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 10 million or a whole multiple thereof. Any Brazilian Subsidiary Borrower may at any time and from time to time prepay the Brazilian Loans, in whole or in part, without premium or penalty, upon irrevocable notice 509265-1725-11432-13209999 delivered to the Brazilian Administrative Agent pursuant to, and in accordance with the terms of, each Brazilian Bank Certificate.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may shall have the right at any time and from time to time to prepay the Loansany Borrowing, in whole or in part, without premium or penalty, upon irrevocable by giving written notice (except as otherwise provided belowor telephonic notice promptly confirmed in writing) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, (i) in the case of Eurocurrency Loansany prepayment of any Eurodollar Rate Borrowing, and no later than 12:00 Noonnoon (New York, New York City time, on the day of ) not less than three (3) Business Days prior to any such prepayment, prepayment and (ii) in the case of ABR Loansany prepayment of any Base Rate Borrowing, which not less than one (1) Business Day prior to 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 prepayment and whether the prepayment is of Eurocurrency Loans each Borrowing or ABR Loansportion thereof to be prepaid; provided, provided that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Controlany incurrence or issuance of debt or equity or the occurrence of any other transaction, in either case, which case such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding satisfied (it being understood that the foregoing, the revocation of a termination notice Borrower shall not affect the Borrower’s obligation be required to indemnify pay any Lender amounts required pursuant to Section 2.14 in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereofsuch event). Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant affected Lender thereofof the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If any such notice is given, the aggregate amount specified in such notice shall be due and payable on the date specified thereindesignated in such notice, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.9; provided, that if a Eurodollar Rate 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 2.14. Partial prepayments Each partial prepayment of any Term Loans and Revolving Loans Loan shall be in an aggregate principal amount that would be permitted in the case of $1,000,000 or an advance of a whole multiple thereofBorrowing of the same Type pursuant to Section 2.2. Partial prepayments Each prepayment of Swingline Loans a Borrowing shall be in an aggregate principal amount of $100,000 or a whole multiple thereofapplied ratably to the Term Loans comprising such Borrowing.

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Term Loans, in -------------------- accordance with a Ratable Reduction of Term Loan Facilities, in whole or in partpart from time to time on any Business Day, without premium penalty or penaltypremium, upon irrevocable not less than three (3) Business Days' prior written notice (except as otherwise provided beloweffective upon receipt) delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans, and no later than 12:00 Noon, New York City time, on the day of such prepayment, in the case of ABR LoansAgent, which notice shall specify be irrevocable. Any partial prepayment of the date and amount Term Loans shall be applied to principal installments in the chronological order of prepayment and whether the prepayment is maturity rather than inverse order of Eurocurrency Loans or ABR Loansmaturity; provided, however, that if any holder of Term Loan B shall have the right by the giving of written notice to the Agent to refuse prepayment of all or a Eurocurrency portion of the Term Loan B held by it if, after giving effect to such partial prepayment, a portion of Term Loan A will remain outstanding, and any prepayment so refused shall be applied to prepay any remaining portion of Term Loan A. If the amount of Term Loan B as to which prepayment is prepaid refused is in excess of the remaining outstanding Term Loan A, then the Agent shall pro rate the amount of Term Loan B which can be paid among holders of Term Loan A based upon the proportion that the principal amount of Term Loan A held by each Lender bears to the then total outstanding Term Loan A. The holders of Term Loan B shall have no right to refuse prepayment of all or any portion of Term Loan B to the extent that any amount so refused exceeds the aggregate principal amount of Term Loan A then outstanding. Any prepayment, whether a Base Rate Segment or a Eurodollar Rate Segment, shall be made at a prepayment price equal to (i) the amount of principal to be prepaid, plus (ii) all accrued and unpaid interest on the amount so prepaid, to the date of prepayment. All prepayments under this Section 2.6 shall be made in the minimum ----------- principal amount of $5,000,000 or any day integral multiple of $1,000,000 in excess thereof (or in the entire remaining principal balance of the Term Loans). No such prepayment shall result in the payment of any Eurodollar Rate Segment other than on the last day of the Interest Period applicable theretoof such Segment unless such prepayment is accompanied by amounts due, the Borrower if any, under Section 6.5. No payment ----------- under this Section 2.6 shall reduce or relevant Subsidiary Borrower shall also pay excuse any amounts owing pursuant to payment required under Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied----------- ------- 2.7. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and 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.---

Optional Prepayments. (a) The Borrower and any relevant Subsidiary Borrower may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than 12:00 Noon4:00 P.M., New York City time, three Business Days prior theretoto the prepayment date, in the case of Eurocurrency Eurodollar Loans, and no later than 12:00 Noon2:00 P.M., New York City time, on the day of such prepaymentprepayment date, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurocurrency Eurodollar Loans or ABR Loans; provided, provided that if a Eurocurrency Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary Borrower shall also pay any amounts owing pursuant to Section 2.202.15; provided, further, that if such notice to prepay the Loans delivered by the Borrower may state of prepayment indicates that such notice prepayment is conditioned upon to be funded with the effectiveness proceeds of other credit facilities or a Change in ControlRefinancing of the Facility, in either case, which such notice of prepayment may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition Refinancing is not satisfied. Notwithstanding consummated and any Eurodollar Loan that was the foregoing, the revocation subject of a termination such notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred be continued as a consequence thereofan ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (y) in the case of Eurodollar Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Partial prepayments (b) Notwithstanding anything herein to the contrary, in the event that, on or prior to the date that is six months after the Amendment No. 45 Effective Date, the Borrower (x) makes any prepayment of Swingline Term B-4 Loans with the proceeds of any Repricing Transaction described under clause (i) of the definition of Repricing Transaction, or (y) effects any amendment of this Agreement resulting in a Repricing Transaction under clause (ii) of the definition of Repricing Transaction, the Borrower shall be on the date of such prepayment or amendment, as applicable, pay to each Lender (I) in an aggregate the case of such clause (x), 1.00% of the principal amount of $100,000 or a whole multiple thereof.the Term B-4 Loans so prepaid and (II) in the case of such clause (y), 1.00% of the aggregate amount of the Term B-4 Loans affected by such Repricing Transaction and outstanding on the effective date of such amendment. 2.6

Optional Prepayments. The Borrower and any relevant Subsidiary Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice (except as otherwise provided below) delivered to the Administrative Agent no later than (a) 12:00 NoonP.M., New York City time, three Business Days prior thereto, in the case of Eurocurrency Loans (other than Foreign Currency Loans), and (b) no later than 12:00 NoonP.M., New York City time, on the day of such prepaymentone Business Day prior thereto, in the case of ABR Loans and (c) no later than the time set forth thereof for the relevant Foreign Currency on the Administrative Schedule in the case of Foreign Currency Loans, which notice shall shall, in each case, specify the date and amount of prepayment prepayment, the Loans to be prepaid and whether the prepayment is of Eurocurrency Loans denominated in Dollars, Foreign Currency Loans (and if a Foreign Currency Loan is to be prepaid, the Foreign Currency in which such Loans are denominated) or ABR Loans; provided, that if a Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or relevant Subsidiary applicable Borrower shall also pay any amounts owing pursuant to Section 2.20; provided, further, that such notice to prepay the Loans delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or a Change in Control, in either case, which such notice may be revoked by the Borrower (by further notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Notwithstanding the foregoing, the revocation of a termination notice shall not affect the Borrower’s obligation to indemnify any Lender in accordance with Section 2.20 for any loss or expense sustained or incurred as a consequence thereof2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid; provided, however, that any notice of prepayment given by any Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities or capital raising, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Partial prepayments of Term Loans and Revolving Loans (other than Foreign Currency 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. Partial prepayments of Foreign Currency Loans shall be in a minimum amount as set forth for the relevant Foreign Currency on the Administrative Schedule. Optional prepayments shall be applied to the prepayment of Term Loans as directed by the Parent Borrower.