Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans Borrowing of any Class in whole or in part without premium or penalty (except as set forth belowin Section 2.05(a)(iii)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., Local Time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans, Loans and (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Each prepayment of any outstanding Term the Loans pursuant to this Section 2.05(a) shall be applied 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 to prepay the Term Loans on a pro rata basis across Classes and pro rata among Lenders within each Class in accordance with the respective outstanding principal amounts thereof (which prepayments shall be applied to against the scheduled repayments of such Term Loans of the relevant Class under Section 2.07(a) 2.07 in direct order of maturity)) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate ABR Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of ABR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Commitment Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the The Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice expressly conditions such prepayment upon consummation of a refinancing transaction, disposition or other transaction which is contemplated to result in prepayment of the Loans, in which event such notice may be revocable or conditioned upon such consummation). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.12. Each Subject to Section 3.15, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesCommitment Percentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 9:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, ; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and 2.03 shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, (i) on or prior to the first anniversary of the Closing Date, the Borrower (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment or (ii) on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any prepayment of Term B-2 Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, a prepayment premium equal to 1% of the amount of the Term B-2 Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B-2 Loans of such non-consenting Term B-2 Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing, in whole or in part part, without premium or penalty penalty, by giving irrevocable written notice (except as set forth below); provided that (Aor telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. 12:00 noon, (1i) in the case of prepayment of any Eurodollar Borrowing, not less than three (3) Business Days prior to any date such prepayment, (ii) in the case of any prepayment of Eurodollar any Base Rate Loans Borrowing, on the Business Day of such prepayment, and (2iii) in the case of Swingline Borrowings, on the date of prepayment of Base Rate Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.12(d); provided, together with any additional 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 3.052.18. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3 or in the case of a Swingline Loan pursuant to Section 2.5. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably 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 Loans comprising such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesBorrowing.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1A) three (3) Business Days Days’ prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (2C) on the date of prepayment of Base Rate Loans, ; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term the Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages Pro Rata Shares. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in respect this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the first anniversary of the Closing Date, the Borrower (i) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the relevant Facilities and Refinancing Facilitiesapplicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 3.07, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Revolving Loans or Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Fixed Rate Loans and (2B) on the one (1) Business Day prior to any date of prepayment of Base Floating Rate LoansLoans or, in each case, in connection with a prepayment of the Loans in full, upon such shorter notice as shall be approved by Administrative Agent in writing; (Bii) any prepayment of Eurodollar Fixed Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (Ciii) any prepayment of Base Floating Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 25,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Revolving Percentage or Applicable Term Loan Percentage, as applicable, of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the then Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities or other events. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.18, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Revolving Percentages in respect of each of or Applicable Term Loan Percentages, as the relevant Facilities and Refinancing Facilitiescase may be.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the first anniversary of the Closing Date, the Borrower (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon notice delivery of a Repayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Revolving Loans outstanding under the Facility without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. noon, New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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 $500,000 1,000,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Revolving Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the relevant Facilities Revolving Loans may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofand no later than 12:00 Noon, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orNew York City time, one Business Day prior thereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Each notice delivered by the Borrower pursuant to this Section 2.10 shall be irrevocable; provided, that such prepayment and notice may state that it is conditioned upon the payment occurrence of one or more events specified therein, which such notice may be revoked by the Borrower (by notice to the Administrative Agent no later than 10:00 A.M., New York City time, on the specified effective date) if such condition is not satisfied. 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. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans shall be in an aggregate principal amount of $1,000,000 (or, if the Term Loans then outstanding are less than $1,000,000, such lesser amount). Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.05(a) 2.10 shall be applied applied, in the case of Term Loans, to the installments thereof prepayment of the Term Loans in accordance with Section 2.17(b) and as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of or, absent such prepaymentdirection, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16and, in accordance with their respective Applicable Percentages in respect the case of each of Commitment reductions, to reduce permanently the relevant Facilities and Refinancing FacilitiesRevolving Commitments.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1A) three (3) Business Days Days’ prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (2C) on the date of prepayment of Base Rate Loans, ; (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term the Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Shares.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth belowsubject to Section 2.10(b); provided that (A) such ), upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not (i) no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Term Benchmark Loans and (2ii) on no later than 12:00 Noon, New York City time, one Business Day prior thereto, in the date case of prepayment of Base Rate ABR Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Term Benchmark Loans to be or ABR Loans; provided, that if a Term Benchmark Loan is prepaid and, if Eurodollar Rate Loans are to be prepaidon any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) applicable Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to and Revolving Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. All optional prepayments of Term Loans in accordance with this Section 2.05(a) 2.10 shall be applied 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 applicable Borrower. Partial prepayments of such prepayment, such prepayment Swingline Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Credit Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Revolving Credit Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay the Revolving Loans or any Tranche of Term Loans of any Class and Revolving Credit Loans of any Class Loans, in whole or in part part, without premium or penalty (except as set forth belowspecifically provided in Section 2.11(b); provided that (A) such , upon irrevocable written notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. 12:00 Noon, New York City time, (1i) three Business Days prior to any date thereto, in the case of prepayment Eurocurrency Loans that are Revolving Loans or Term Loans, (ii) one Business Day prior thereto, in the case of Eurodollar Rate ABR Loans that are Term Loans and (2iii) on the date of prepayment prepayment, in the case of Base Rate ABR Loans that are Revolving Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify (x) the date and amount of such prepayment, (y) whether the prepayment is of Revolving Loans or a Tranche of Term Loans and (z) whether the Class(es) and Type(s) prepayment is of Eurocurrency Loans to be or ABR Loans; provided that if a Eurocurrency Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such prepayment and notice the payment 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. Any prepayment therein (provided that any such notice may state that such notice is conditioned upon the occurrence or non-occurrence of a Eurodollar Rate Loan shall any transaction or the receipt of proceeds to be accompanied used for such payment, in each case specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by all the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied), together with (except in the case of Revolving Loans that are ABR Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and of Revolving Loans shall be applied 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 installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time provisions of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities2.18.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time on any Business Day, voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class Advances under one or more Classes in whole or in part part, without premium penalty or penalty (except as set forth below)premium; provided that (A) such notice must be in a form reasonably acceptable the Borrower shall have delivered to the Collateral Agent, the Lenders and the Administrative Agent and be received by written notice of such prepayment (such notice, a “Notice of Prepayment”) in the Administrative Agent form of Exhibit C not later than 11:00 a.m. 2:00 p.m. New York City time two (12) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of such prepayment (provided that no such Notice of Prepayment shall be required in connection with any voluntary prepayment of Base Rate LoansAdvances to cure any OC Ratio Breach). The Administrative Agent shall promptly notify the Lenders of such Notice of Prepayment. Each such Notice of Prepayment shall specify the portion of the outstanding principal balance under each Class that shall be prepaid and be irrevocable and effective upon receipt and shall be dated the date such notice is being given, (B) any signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each Notice of Prepayment shall provide for 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orAdvances by the Borrower pursuant to this Section 2.06(a), in each case, in an aggregate principal amount of the Dollar Equivalent of at least $500,000 (other than a prepayment made in order to cure any Default or Event of Default) or, if less, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect Advances of the relevant Facility and Refinancing Facility)Borrower. If such notice 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 therein. Any Such prepayment may be made with the proceeds of a Eurodollar Rate sale or liquidation of a Collateral Loan shall be accompanied by all accrued interest in accordance with the Facility Documents or out of amounts available in the Principal Collection Account on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 date of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.

Optional Prepayments. (ia) The Borrower Company may, subject to Section 7.11, at any time and from time to time, prepay any Revolving Credit Loans and, subject to the proviso hereto, Swing Line Loans borrowed by it which are then outstanding, in whole or in part, without premium or penalty, upon at least three Working Days’ irrevocable notice to the Administrative Agent, at any time in the case of Eurodollar Loans or from time Eurocurrency Loans, one Business Day’s irrevocable notice to time voluntarily prepay Term the Administrative Agent, in the case of Alternate Base Rate Loans of any Class (other than Swing Line Loans) and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such irrevocable notice must be in a form reasonably acceptable to the Administrative Agent and (which notice must be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (21:00 P.M., New York City time) on the date of prepayment prepayment, in the case of Base Rate Swing Line Loans, specifying (Bi) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, (ii) the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are principal amount to be prepaid, (iii) whether the Interest Period(sprepayment is of Revolving Credit Loans or Swing Line Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each and (iv) whether the prepayment is of Eurodollar Loans, Eurocurrency Loans or Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount of prepayment allocable to each (and, with respect to such Eurodollar Loans and Eurocurrency Loans, each Tranche thereof), provided, however, that the Company shall not prepay any Swing Line Loans on any day on which the Company has requested a borrowing thereof. The Upon receipt of any such notice, the Administrative Agent will promptly notify each Appropriate affected Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall Company will make the prepayment specified therein, and such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any Each partial prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a7.2(a) shall be applied in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, in the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time case of such prepaymentSwing Line Loans, such prepayment shall be applied against the scheduled repayments $500,000 or a whole multiple of such Term Loans under Section 2.07(a) $100,000 in direct order of maturityexcess thereof) and shall be paid to the Appropriate Lenders, subject to comply with Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities7.7(g).

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily time, without premium or penalty, to prepay the Term Loans of any Class and Revolving Credit Loans of any Class Loans, in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable part, upon delivery to the Administrative Agent and be received by the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (1i) on the same Business Day of such prepayment, in the case of as each Base Rate Loan and (ii) at least three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orsuch prepayment, in the case of each caseLIBOR Rate Loan, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment repayment, and whether the Class(es) and Type(s) repayment is of Loans to be prepaid and, if Eurodollar LIBOR Rate Loans are to be prepaidor Base Rate Loans or a combination thereof, and if a combination thereof, the Interest Period(s) of such Loansamount allocable to each. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and Each optional prepayment of the Term Loans hereunder shall be in an aggregate principal amount of such Lender’s ratable portion at least $5,000,000 or any whole multiple of such prepayment (based on such Lender’s Applicable Percentage $1,000,000 in respect of the relevant Facility excess thereof and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the outstanding principal installments thereof of the Term Loans in such manner as directed by the Borrower (it being understood Borrower. Each repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. A Notice of Prepayment received after 11:00 a.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, any Notice of a Prepayment delivered in connection with any refinancing of all of the Term Loan 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 agreed that if may be revoked by the Borrower does in the event such refinancing is not so direct at consummated (provided that the time failure of such prepayment, such prepayment contingency shall be applied against not relieve the scheduled repayments of such Term Loans Borrower from its obligations in respect thereof under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities5.9).

Optional Prepayments. (i) The Borrower maymay prepay, upon prior written notice to the Administrative Agent, the principal of any Term Loan at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part part, without premium or penalty (penalty, except as set forth below); provided that (Ain Section 2.10(e) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingSection 2.13. Each such notice shall specify be received by the Agent no later than 1:00 p.m. one (1) Business Day prior to such prepayment and shall set forth the proposed date and aggregate principal amount of such prepayment prepayment, accrued interest and the Class(es) and Type(s) of Loans other amounts to be prepaid andpaid in connection therewith; provided, if Eurodollar Rate Loans are to be prepaidhowever that a notice of prepayment delivered by the Borrower in connection with a prepayment of the Obligations in full may state that such prepayment is conditioned upon the occurrence of the effectiveness of credit facilities or other types of financing, the Interest Period(s) proceeds of which shall be used to make the proposed prepayment of the Obligations in full, in which case such notice may be revoked if such condition is not satisfied (by written notice provided by the Borrower to Agent no later than 1:00 p.m. on the date of such Loansprepayment, which notice shall certify that such condition is not satisfied). The Administrative Agent will promptly notify each Appropriate Lender of its receipt shall give prompt notice of each such notice, prepayment notice to each Lender and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and prepay the payment Term Loans in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice prepayment notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts required to be paid pursuant to Section 2.10(e) and Section 2.13 as a result of such prepayment being made on such date; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $500,000 (or such lesser amount as may then be outstanding). Any amounts required to be paid pursuant to Section 2.10(e) and Section 2.13 in connection with such prepayment shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesis made.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth belowother than pursuant to Section 2.19); provided that (A) such , upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the Class(es) and Type(s) last day of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.19. Upon receipt of any such prepayment and notice the payment 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. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate Loan shall be accompanied by all 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. Notwithstanding anything to the contrary in this Section 2.9, together with any additional amounts required pursuant to Section 3.05. Each optional prepayment of any outstanding the Term Loans 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 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 2.05(a) 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 installments thereof as directed by Term Loans based on their respective Term Loan Maturity Dates, in which event the Borrower (it being understood shall specify the order in which such optional prepayment shall be applied between or among the various Term Loan Maturity Dates, and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against allocated among all Term Loans that have the scheduled repayments same Term Loan Maturity Date pro rata based on the principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesLoans.

Optional Prepayments. (i) The Borrower Representative may, upon notice to the Administrative Agent, at any time or from time to time voluntarily terminate Term A Commitments or Term B Commitments, in whole or in part, prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the BorrowerBorrower Representative, the Borrower Representative shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower Representative (it being understood and agreed that if the Borrower Representative does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the six-month anniversary of the Acquisition Effective Date, the Borrower Representative (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower Representative shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth belowotherwise provided herein); provided that (A) such , upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided that (i) if a Eurodollar Loan is prepaid on any day other than the Class(es) and Type(s) last day of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21; (ii) no prior notice is required for the prepayment of Swing Line Loans; (iii) each such partial prepayment shall be applied pro rata to the remaining repayment installments thereof pursuant to Section 2.3 and (iv) the payment amount of each such partial prepayment of the Term Loans may not be reborrowed. 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. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and Revolving Credit Loans shall be applied 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 in an aggregate principal amount of such prepayment, such prepayment $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s 's ratable portion of such prepayment (based on such Lender’s 's Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the six month anniversary of the Second Incremental Amendment Closing Date, the Borrower (a) makes any prepayment of Term B-2 Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B-2 Lenders, a prepayment premium equal to 1% of the amount of the Term B-2 Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B-2 Lenders to such amendment whose Term B-2 Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B-2 Loans of such non-consenting Term B-2 Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part the Acquisition Subfacility Principal Debt, the Working Capital/Distribution Subfacility Principal Debt and/or the Term Loan Principal Debt without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility (or, as the case may be, Subfacility) being prepaid and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount such Lender's Pro Rata Share of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section SECTION 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the relevant Facilities Revolver Principal Debt may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof.

Optional Prepayments. (i) The Subject to Section 2.17, the Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class (including Tranche D LC Equivalent Loans) or reduce the Tranche D Credit-Linked Deposit, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on the date Tranche D Credit-Linked Deposit and at least one Business Day prior thereto in the case of prepayment of Base Rate ABR Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if applicable, whether the prepayment is of Eurodollar Rate Loans are to be prepaidor ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepayment and notice the payment 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. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a(other than Swingline Loans) and partial reductions of the Tranche D Credit-Linked Deposit shall be applied 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 in an aggregate principal amount of such prepayment, such prepayment $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be applied against the scheduled repayments in an aggregate principal amount of $100,000 or a whole multiple thereof. Upon any such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each reduction of the relevant Facilities and Refinancing FacilitiesTranche D Credit-Linked Deposit, the Administrative Agent shall promptly remit to each Tranche D LC Lender its pro rata share thereof based on its Tranche D LC Percentage.

Optional Prepayments. (i) The Borrower may, upon notice delivery of a Repayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Term Loans without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. noon, New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 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 $500,000 1,000,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Shares.

Optional Prepayments. (i) The Borrower may, upon notice to Borrowers shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing, in whole or in part part, without premium or penalty penalty, by giving written notice (except as set forth below); provided that (Aor telephonic notice promptly confirmed in writing which, for the avoidance of doubt, may be delivered by e-mail in accordance with Section 11.1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than (i) in the case of any prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (13) three Business Days prior to any the date of such prepayment, and (ii) in the case of any prepayment of Eurodollar any Base Rate Loans and (2) Borrowing or Swingline Borrowing, prior to 11:00 a.m. on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid; provided that a notice of optional prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or the receipt of the proceeds from the incurrence of other Indebtedness or any other event, in which case such notice of prepayment may be revoked by the Borrowers (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with 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, together with any additional the Borrowers shall also pay all amounts required pursuant to Section 3.052.18. Each partial prepayment of any Loan shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or, in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied ratably 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 Loans comprising such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesBorrowing.

Optional Prepayments. (i) The On any date on or after the Closing Date, Borrower may, upon notice to the Administrative Agent, at any time or from time to time on any Business Day, subject to payment of any Termination Payment required pursuant to Section 2.06 and maintaining the required minimum outstanding Advances pursuant to Section 2.02(d), voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class outstanding Advances in whole or in part without premium or penalty (except as set forth below)part, together with all amounts due pursuant to Sections 2.04(c) and 2.10; provided that (A) such notice must be in a form reasonably acceptable the Borrower shall have delivered to the Administrative Agent and be written notice of such prepayment (such notice, a “Notice of Prepayment”) in the form of Exhibit B hereto by no later than 1:00 p.m. at least two (2) Business Days prior to the day of such prepayment. Any Notice of Prepayment received by the Administrative Agent not after 1:00 p.m. shall be deemed received on the next Business Day. Upon receipt of such Notice of Prepayment, the Administrative Agent shall promptly, but in any event, no later than 11:00 a.m. 1:00 p.m. at least one (1) three Business Days Day prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of such prepayment, notify each Lender. 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 Base Rate Loans, (Bany Advance by the Borrower pursuant to this Section 2.05(a) any prepayment of Eurodollar Rate Loans shall in each case be in a principal amount of at least $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof 2,500,000 or, in each case, if less, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect Advances of the relevant Facility and Refinancing Facility)Borrower. If such notice 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, but not limited to, any Termination Payment). 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 amount of each Lender’s Percentage of the payment amount by wire transfer to such Lender’s account. Any prepayment funds for purposes of a Eurodollar Rate Loan voluntary prepayment received by the Administrative Agent after 11:00 a.m. shall be accompanied by all accrued interest deemed received on the amount prepaid, together with any additional amounts required pursuant to Section 3.05next Business Day. Each prepayment For the avoidance of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by doubt, the Borrower (it being understood may only provide a Notice of Prepayment to prepay Advances that are outstanding on the date such Notice of Prepayment is delivered and agreed that if the Borrower does may not so direct at the time provide a Notice of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid Prepayment to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesprepay any future Advances.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days Days’ prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans, ; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to prepaid; provided that such prepayment and notice may be prepaid, conditioned on the Interest Period(s) consummation of such Loansa financing or other transaction or any other event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, unless such notice is conditional, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans of the relevant class under Section 2.07(a) and (b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages Pro Rata Shares. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in respect this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the date is six (6) months after the Closing Date, the Borrowers (i) make any prepayment of Term B Loans in connection with any Repricing Event or (ii) effects any amendment of this Agreement resulting in a Repricing Event, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the relevant Facilities applicable Term B Lenders, (x) in the case of clause (i), a prepayment premium of 1.0% of the amount of the Term B Loans being prepaid and Refinancing Facilities(y) in the case of clause (ii), an amount equal to 1.0% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower Borrowers may, upon notice delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Term Committed Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty, subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, ; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 10,000 or a whole multiple of $100,000 5,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that any notice of prepayment in full of the Committed Loans may provide that prepayment is conditioned upon the consummation of a refinancing. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.18, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Committed Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower maymay on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of ABR Loans, prepay the Loans, in whole or in part, without premium or penalty, upon notice at least four Business Days' irrevocable notice, in the case of Eurodollar Loans, or at least one Business Day's irrevocable notice, in the case of ABR Loans, to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty specifying (except as set forth below); provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, (ii) whether the prepayment and the Class(es) and Type(s) is of Eurodollar Loans, ABR Loans to be prepaid or a combination thereof, and, if Eurodollar of a combination thereof, the amount allocable to each and (iii) whether the prepayment is of Revolving Credit Loans, Term Loans or a combination thereof, and, if a combination thereof, the amount allocable to each. The Borrower may not prepay Negotiated Rate Loans are unless agreed to be prepaidby the Swing Line Lender. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with any amounts payable pursuant to subsection 2.17 and, in the case of a Eurodollar Rate Loan shall be accompanied by all prepayments of the Term Loans only, accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding the Term Loans pursuant to this Section 2.05(a) shall be applied to the installments of principal thereof as directed by in the Borrower (it being understood and agreed that if inverse order of their scheduled maturities. Amounts prepaid on account of the Borrower does Term Loans may not so direct at the time of such prepayment, such prepayment be reborrowed. Partial prepayments shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$1,000,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower may, upon notice to the -------------------- Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part the Loans without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount such Lender's Pro Rata Share of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof any payment or prepayment of the relevant Facilities Loans may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time on any Business Day, voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class Advances in whole or in part part, without premium penalty or penalty (except as set forth below)premium, subject to Section 2.10; provided that (A) such notice must be in a form reasonably acceptable the Borrower shall have delivered to the Collateral Agent and the Administrative Agent and be received by written notice of such prepayment (such notice, a “Notice of Prepayment”) in the Administrative Agent form of Exhibit C hereto not later than 11:00 a.m. 12:00 noon three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of such prepayment (provided that same day notice may be given to cure any non-compliance with the Coverage Tests). The Administrative Agent shall promptly notify the Lenders of Base Rate Loanssuch 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, signed 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) (Bother than a prepayment made in order to cure any non-compliance with the Coverage Tests) any prepayment of Eurodollar Rate Loans shall in each case be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of at least $100,000 in excess thereof or, in each case, if less, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the Advances Outstanding or, in the case of any prepayment of Advances with the proceeds of a prepayment or repayment of principal of Collateral Loans, such lesser amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage as is paid by the applicable Obligor in respect of the relevant Facility and Refinancing Facility)thereof. If such notice 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 therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class made to it, in whole or in part part, without premium or penalty (except as otherwise set forth belowin this Section 5.4); provided that (A) such , upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date thereto in the case of prepayment of Eurodollar Rate Eurocurrency Loans and (2) on the date of prepayment in the case of Base Rate Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(esprepayment is of Eurocurrency Loans or Base Rate Loans; provided, that the Borrower may rescind or postpone any notice of prepayment (by notice to the Administrative Agent on or prior to the specified effective date) if such notice is conditioned upon the effectiveness of other financing arrangements or the consummation of other transactions and Type(sif such condition is not satisfied or is delayed; provided further, that (a) if a Eurocurrency Loan is prepaid on any day other than the last day of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaidthe Interest Period applicable thereto, the Interest Period(sBorrower shall also pay any amounts owing pursuant to Section 5.14 and (b) no prior notice is required for the prepayment of such Swing Line Loans. The Upon receipt of any such notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by (subject to the Borrowerrevocation or postponement of notice as permitted above), the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a(other than Swing Line Loans) shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. Optional prepayments shall be applied (a) to the Facility or Facilities of Term Loans selected by the Borrower, which shall reduce scheduled installments thereof of principal on such Facility or Facilities as directed by the Borrower or (it being understood b) except in connection with termination or permanent reduction of Revolving Credit Commitments of a given Facility, to the Revolving Credit Loans on a pro rata basis across all Facilities that are revolving facilities. Notwithstanding anything to the contrary in this Section 5.4 or Section 5.5, any prepayment or repricing of the Tranche B Term Loans effected after the Closing Date and agreed on or prior to the date that if is six months after the Borrower does not so direct at the time Closing Date as a result of such prepayment, such prepayment a Repricing Transaction shall be applied against accompanied by a fee equal to 1.00% of the scheduled repayments principal amount of such Tranche B Term Loans under Section 2.07(a) prepaid or repriced, unless such fee is waived by the applicable Tranche B Term Loan Lender. If in direct order of maturity) connection with a Repricing Transaction after the Closing Date and shall be paid on or prior to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages date that is six months after the Closing Date any Lender is replaced as a result of its being a Non-Consenting Lender in respect of each such Repricing Transaction pursuant to Section 5.17 or clause (b) of the relevant Facilities and Refinancing Facilitieslast paragraph of Section 12.1, such Lender shall be entitled to the fee provided under this Section 5.4.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agentmay not, at any time or from time prior to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Maturity Date, prepay, in whole or in part without premium part, the Loans other than (a) a deemed repayment of the Loans upon a conversion thereof in accordance with Section 15, or penalty (except b) any full or partial prepayment or repayment of any Loan upon (i) a Change of Control, but, for the avoidance of doubt, excluding any Loan subject to a Conversion Notice, or (ii) acceleration of the maturity of the Loan (whether such acceleration has occurred in accordance with the terms hereof or by law, including by virtue of a bankruptcy or similar event) but, for the avoidance of doubt, excluding any Loan subject to a Conversion Notice; provided, that any such payment pursuant to this clause (b) shall be accompanied by the Prepayment Premium. The Borrower will provide irrevocable written notice, in the form attached hereto as set forth below); provided that (A) such notice must be in a form reasonably acceptable Exhibit B, to the Administrative Agent and be received by the Administrative Agent 12:00 p.m. (Eastern Time) not later less than 11:00 a.m. one (1) three Business Days Day prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingaccordance with this Section 3.03. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans the Loan or portion thereof to be prepaid and, if Eurodollar Rate Loans are and shall be accompanied by the payment of the appropriate Prepayment Premium by a wire transfer in immediately available funds by 12:00 p.m. (Eastern Time) to be prepaidthe Administrative Agent at the Payment Office. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion of such prepayment (based on amount in proportion to such Lender’s Applicable Percentage in respect Pro Rata Share of the relevant Facility and Refinancing Facility)Loans. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 3.02(c). For the avoidance of doubt, together with any additional amounts required prepayments permitted pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant 13.04(d) shall not be subject to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities3.03.

Optional Prepayments. (i) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall 45 be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Revolving Credit Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Revolving Credit Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, 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 (and the Revolving Credit Loans shall not become due and payable) on the payment date set forth in such revoked Contingent Commitment Termination Notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.13, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Revolving Credit Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages 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 respect of each whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the relevant Facilities prepayment, and Refinancing Facilities(ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth belowotherwise provided herein); provided that (A) such , upon notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurodollar Loans or Base Rate Loans; provided, that (i) if a Eurodollar Loan is prepaid on any day other than the Class(es) and Type(s) last day of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.21 and (ii) no prior notice is required for the prepayment of Swing Line Loans. Any notice of prepayment given pursuant to this Section shall be irrevocable, provided, that such prepayment and notice may state that it is conditioned upon the payment effectiveness of other credit facilities, in which case such notice may be revoked if such condition is not satisfied. 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. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans that are Base Rate Loan shall be accompanied by all Loans and Swing Line Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and Revolving Credit Loans shall be applied 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 in an aggregate principal amount of such prepayment, such prepayment $500,000 or a multiple of $50,000 in excess thereof. Partial prepayments of Swing Line Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof Loans of the Lenders in accordance with their respective Pro Rata Shares as directed by the Borrower (it being understood or if no such direction is given, first, to repayment of the Term Loan Principal Debt, until paid in full, and agreed that if then to repayment of the Borrower does not so direct at 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 time of such prepayment, such prepayment shall Revolver Loans may be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lendersreborrowed by Borrower, subject to Section 2.16, the terms and conditions hereof; but in accordance with their respective Applicable Percentages in respect no event following a payment or prepayment of each Term Loans may any amount of the relevant Facilities and Refinancing FacilitiesTerm Loans so paid or prepaid be reborrowed.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (23) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans or Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the 80 Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. The Borrower 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 (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities and Incremental Facilities or 100% of any Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed. In the event that the Borrower (x) makes any prepayment of any Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in each case prior to the six (6) month anniversary of the Third Amendment Effective Date, the Borrower shall pay a premium in an amount equal to 1.00% of (A) in the case of clause (x), the amount of the Term B-4 Loans being prepaid or (B) in the case of clause (y), the aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Term SOFR Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Term SOFR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid andprepaid; provided that, a notice of prepayment of all or any part of the outstanding Loans may state that such 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, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loanscondition is not satisfied. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such LenderXxxxxx’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Term SOFR Rate Loan Loans shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Shares.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent (including in any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three (3) Business Days Days’ prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans, ; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (C3) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $250,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to prepaid; provided that such prepayment and notice may be prepaid, conditioned on the Interest Period(s) consummation of such Loansa financing or other transaction or any other event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, unless such notice is conditional, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section ‎Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section ‎Section 2.05(a) shall be applied 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 such Term Loans of the relevant class under Section 2.07(aSections ‎2.07(a) and ‎(b) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Shares.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and, (2) two Business Days prior to any date of prepayment of Term SOFR Loans and (23) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans or Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty penalty, upon irrevocable (except as set forth below); provided that (Aunless otherwise agreed by the Administrative Agent) such notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 12:00 Noon, three Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans, and no later than 12:00 Noon, one Business Day prior thereto, in the case of ABR Loans and (2) or on the date same day in the case of prepayment of Base Rate Swingline Loans), (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepayment and notice the payment 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. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Tranche B Term Loans pursuant to this Section 2.05(a) and Revolving Loans shall be applied in an aggregate principal amount of $500,000 or a whole multiple thereof (unless a lesser amount is required to repay such loan in full); provided further that a notice of termination of the installments thereof as directed Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt instruments, in which case such notice may be revoked by the Borrower (it being understood and agreed that by written notice to the Administrative Agent on or prior to the specified effective date) if the Borrower does such condition is not so direct at the time satisfied. Partial prepayments of such prepayment, such prepayment Swingline Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (i) The Any Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided provided, in each case, that (Ax) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) 11:00 a.m. four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (2C) 11:00 a.m. on the date of prepayment of Base Rate Loans, ; (By) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Cz) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Loans to be prepaid, and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.15, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth belowotherwise provided herein); provided that , (Ax) such upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not (i) no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2ii) no later than 12:00 Noon, New York City time, one Business Day prior thereto in the case of ABR 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 such prepayment is of Eurodollar Loans or ABR Loans, and (y) at any time on any Business Day with no prior notice, in the case of Revolving Credit Loans that are ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.19, provided, further, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, incurrence of other Indebtedness or consummation of another transaction (such as a Change of Control), in which case such notice may be revoked by the Company (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. 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 (unless such notice is revoked as contemplated above), together with (except in the case of prepayment Revolving Credit Loans that are ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Base Rate Loans, (B) any prepayment of Eurodollar Rate Term Loans and Revolving Credit Loans shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative AgentAgent substantially in the form of Exhibit F hereto, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must specify the Class or Classes thereof to be in a form reasonably acceptable to prepaid and the Administrative Agent respective principal amounts thereof and must be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Committed Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (2C) on one Business Day prior to the date of prepayment of Base Rate Loans, ; and (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing FacilityClass). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Class of Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower (it being understood in the notice of repayment delivered to the Administrative Agent, and agreed that if in the Borrower does not so direct at the time absence of such prepaymentdirection from the Borrower, such prepayment shall be applied against in the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturitymaturity thereof. Each prepayment of any Class of Term Loans pursuant to this Section 2.05(a) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Term Lenders in accordance with their the Term Lenders’ respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesClasses.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the relevant Facilities Revolver Loans may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof; but in no event following a payment or prepayment of Term Loans may any amount so paid or prepaid be reborrowed.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing, in whole or in part part, without premium or penalty penalty, by giving irrevocable (except as set forth below); provided that to the extent conditioned on a refinancing of all or any portion of the Loans) written notice (Aor telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (13) three Business Days prior to any such prepayment, (ii) in the case of any prepayment of any Base Rate Borrowing, 11:00 a.m. not less than one Business Day prior to the date of prepayment of Eurodollar Rate Loans such prepayment, and (2iii) in the case of Swingline Borrowings, 11:00 a.m. on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable (except to the extent conditioned on a refinancing of all or any portion of the Loans) and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid, which shall be in minimum amounts of $100,000 and integral multiples of $100,000 (or in the Interest Period(s) aggregate principal amount of the Type of Loans that are prepaid). Upon receipt of any such Loans. The notice, the Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.13(d); provided, together with any additional 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 3.052.19. Each partial prepayment of any Loan (other than a Swingline Loan) shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.2 or in the case of a Swingline Loan pursuant to Section 2.4. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) a Borrowing shall be applied to the aggregate principal outstanding amount of Revolving Borrowings at the discretion of the Borrower, and in the case of a prepayment of a Term Loan Borrowing, to principal installments thereof as directed in the order determined 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesits sole discretion.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans Borrowing of any Class in whole or in part without premium or penalty (except as set forth belowin Section 2.05(a)(iv)); provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans, Loans and (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Each prepayment of any outstanding Term the Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.this

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than (x) with respect to Loans denominated in Dollars, 11:00 a.m. a.m., New York City time, (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on the date of prepayment of Base Rate Loans and (y) with respect to Loans denominated in a Foreign Currency, 11:00 a.m., Local Time, three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans, ; (Bii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of (x) with respect to Term Loans, $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) with respect to Revolving Credit Loans, $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof (or, in the case of Foreign Currency Revolving Credit Loans, 1,000,000 or a whole multiple of 100,000 in excess thereof, in each case in the applicable currency); and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of (x) with respect to Term Loans, $250,000 5,000,000 or a whole multiple of $1,000,000 in excess thereof and (y) with respect to Revolving Credit Loans, $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Facility and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that if a Contingent Commitment Termination Notice is revoked by the Borrower in accordance with Section 2.05, as result of the refinancing specified therein not having occurred, the Borrower shall not be required to prepay the Loans (and the Loans shall not become due and payable) on the payment date set forth in such revoked Contingent Commitment Termination Notice (it being understood that a notice of prepayment of the Term Loans due to a refinancing of the Term Loans with the proceeds of a refinancing may also be stated to be contingent upon the consummation of such refinancing and may be similarly revoked in the event such refinancing is not consummated, in which case this proviso shall apply to such revocation). Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.14, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each the relevant Facility. The Borrower may, upon notice to the applicable 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 applicable Swing Line Lender and the Administrative Agent not later than 1:00 p.m., New York City time, on the date of the relevant Facilities prepayment, and Refinancing Facilities(ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s 's ratable portion of such prepayment (based on such Lender’s 's Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the first anniversary of the Closing Date, the Borrower (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and the Revolving Credit Loans of any Class Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by 11:00 A.M. Central time on the Administrative Agent not later than 11:00 a.m. (1) three third Business Days Day prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) by 11:00 A.M. Central time on the date of the prepayment in the case of Base Rate Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or Base Rate Loans; provided that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 3.11. Upon receipt of any such prepayment and notice the payment Administrative Agent shall promptly notify each Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Revolving Loans that are Base Rate Loan shall be accompanied by all Loans) accrued interest to such date on the amount prepaid. Partial [Access MLP Operating Credit Agreement] prepayments of Revolving Loans shall be in an aggregate principal amount of (a) in the case of Eurodollar Loans, together $3,000,000 or whole multiples of $1,000,000 in excess thereof or (b) in the case of Base Rate Loans $500,000, or whole multiples of $100,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any additional amounts required pursuant to Section 3.05. Each prepayment refinancing of all of the Revolving Loans with the proceeds of such refinancing or of any outstanding Term Loans pursuant incurrence of Indebtedness, may be, if expressly so stated to this Section 2.05(a) shall be, contingent upon the consummation of such refinancing or incurrence and may be applied to the installments thereof as directed revoked by the Borrower in the event such refinancing is not consummated (it being understood and agreed provided that if the failure of such contingency shall not relieve the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans from its obligations in respect thereof under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities3.11).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part Loans outstanding under the Revolver Facility and/or the Term Loan Principal Debt without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. a.m., New York time, (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingthereof. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect Pro Rata Shares. Unless a Default or Event of each Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the relevant Facilities Revolver Loans may be reborrowed by Borrower, subject to the terms and Refinancing Facilitiesconditions hereof; but in no event following a payment or prepayment of Term Loans may any amount of the Term Loans so paid or prepaid be reborrowed.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing, in whole or in part part, without premium or penalty penalty, by giving irrevocable written notice (except as set forth below); provided that (Aor telephonic notice promptly confirmed in writing) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not no later than (i) in the case of prepayment of any Eurodollar Borrowing, 11:00 a.m. not less than three (13) three Business Days prior to any date such prepayment, (ii) in the case of any prepayment of Eurodollar any Base Rate Loans and (2) Borrowing, 11:00 a.m. on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofsuch prepayment, and (Ciii) any prepayment in the case of Base Rate Loans shall be in a principal amount Swingline Borrowings, prior to 11:00 a.m. on the date of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingsuch prepayment. Each such notice shall be irrevocable and shall specify the proposed date and amount of such prepayment and the Class(es) and Type(s) principal amount of Loans to be prepaid and, if Eurodollar Rate Loans are each Borrowing or portion thereof to be prepaid. Prepayments of Base Rate Borrowings or Eurodollar Borrowings shall be in minimum amounts of $1,000,000 and in integral multiples of $500,000. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate affected Lender of its receipt of each such notice, the contents thereof and of the amount of such Lender’s ratable portion Pro Rata Share of any such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment aggregate 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 designated in such notice, together with accrued interest to such date on the amount prepaidso prepaid in accordance with Section 2.13(e); provided, together with any additional 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 3.052.19. Each partial prepayment of any Eurodollar Loan shall be made in an amount not less than $1,000,000 or a larger multiple of $500,000. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing. Notwithstanding the foregoing, (i) the Borrower shall not make any repayment or prepayment of the Revolving Loans unless and until the balance of the Swingline Loans then outstanding is zero and (ii) in the case of a prepayment of the Term Loans pursuant to this Section 2.05(a) Loan, each prepayment shall be applied to the principal 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 such Term Loans owing under Section 2.07(a2.9(c) in direct order of maturity) on a pro rata basis (including the final installment due and shall be paid to payable on the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesTerm Loan Maturity Date).

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, which notice shall (Bi) any prepayment of Eurodollar Rate designate whether the Borrowers are prepaying Revolving Credit Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and/or Tranche B Term Loans and (Cii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaidon any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) Borrowers shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Revolving Credit Loans (unless all Revolving Credit Loans are being repaid and the Revolving Credit Commitments terminated) that are Base Rate Loan shall be accompanied by all Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Tranche B Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a multiple in excess thereof. To the extent Tranche B Term Loans have been prepaid by the Borrowers pursuant to this Section 2.05(a2.11, an amount up to the lesser of (i) $100,000,000 and (ii) the amount so prepaid may be reborrowed by the Borrowers pursuant to an additional term loan to be created under this Agreement on terms to be agreed upon by the Borrowers, the Administrative Agent and the lenders under such additional term loan (provided, that if the interest rate applicable to such additional term loan is more than 25 basis points (0.25%) greater than the interest rate applicable to the Tranche B Term Loans, the interest rate applicable to the Tranche B Term Loans shall be applied increased so that the interest rate applicable to the installments thereof as directed by Tranche B Term Loans is no less than 25 basis points below the Borrower (interest rate applicable to such additional term loan), it being understood and agreed that if the Borrower does not so direct at the time of no Lender or Agent is committed or obligated to make such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesadditional term loan.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Committed Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Committed Loans or LIBOR Floating Rate Loans, ; (B) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, 5,000,000; and (C) any prepayment of Base Rate Committed Loans or LIBOR Floating Rate Loans shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof 500,000, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Committed Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.

Optional Prepayments. (i) The Any Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except other than as set forth belowin the last sentence of this Section 2.05(a)(i)); provided provided, in each case, that (Aw) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) 11:00 a.m. four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (2C) 11:00 a.m. on the date of prepayment of Base Rate Loans, ; (Bx) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, and ; (Cy) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (z) any prepayment of the Existing Term Loan, any Incremental Term Loan, the Term A-2 Loan or the Term B-2 Loan shall be applied to the remaining principal amortization payments thereof as directed by such Borrower. Each such notice shall specify the date and amount of such prepayment prepayment, the Loans to be prepaid, and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.15, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, applicable Lenders in accordance with their respective Applicable Percentages in respect of each Percentages. Each prepayment of the relevant Facilities and Term B-2 Loan made in connection with a Repricing Event on or before the date that is six (6) months after the First Refinancing FacilitiesFacility Amendment Effective Date shall be accompanied by a prepayment premium equal to 1.00% of the principal amount being repaid in connection with such Repricing Event.

Optional Prepayments. (i) The Borrower Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Committed Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided provided, that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Committed Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $250,000 10,000 or a whole multiple of $100,000 5,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, however, that any notice of prepayment in full of the Committed Loans may provide that prepayment is conditioned upon the consummation of a refinancing. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.18, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Committed Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (iSubject to the penultimate sentence of this Section 2.05(a)(i) The and the provisions of Section 2.05(a)(ii), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the one Business Day prior to any date of prepayment of Base Rate Loans, ; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 500,000, in excess thereof, ; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000, or a whole multiple of $100,000 100,000, in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Notwithstanding the foregoing, the Borrower may not repay Extended Loans unless such prepayment is accompanied by a pro rata repayment of Existing Loans from which such Extended Loans were converted (unless such Existing Loans have otherwise been repaid in full). Notwithstanding the foregoing, any notice of prepayment under this Section 2.05(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any outstanding Term Loans pursuant to this Section 2.05(a) shall Debt Issuance, Permitted Equity Issuance or Disposition, in which case such notice may be applied to the installments thereof as directed revoked 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid by written notice to the Appropriate LendersAdministrative Agent on or prior to the specified effective date) if such Debt Issuance, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPermitted Equity Issuance or Disposition is not consummated.

Optional Prepayments. (i) The Any Revolving A Borrower may, upon notice from such Revolving A Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving A Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)and any Revolving B Borrower may, upon notice from such Revolving B Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving B Loans in whole or in part without premium or penalty; provided provided, in each case, that (Ax) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) 11:00 a.m. four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (2C) 11:00 a.m. on the date of prepayment of Base Rate Loans, ; (By) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Cz) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Loans to be prepaid, and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 's Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.15, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term ratably any Loans of any Class and Revolving Credit Loans of any Class then outstanding in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 2.20 as a result of the failure to make such prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities2.20.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or and from time to time voluntarily time, prepay Term Loans of any Class and Revolving Credit Loans of any Class Borrowing in whole or in part without part, subject to any applicable premium or penalty in accordance with clause (except as set forth below)b) of this Section 2.05; provided that (Ai) such notice must shall be in the form of a form reasonably acceptable written Prepayment Notice, appropriately completed and signed by a Responsible Officer of the Borrower, or may be given by telephone to the Administrative Agent (if promptly confirmed by such a written Prepayment Notice consistent with such telephonic notice) and must be received by the Administrative Agent not later than 11:00 a.m. (1New York City time) three one Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on Day before the date of prepayment of Base Rate Loans, prepayment; (Bii) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice Prepayment Notice shall specify the date and amount of such prepayment and the Class(es(A) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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, whether such prepayment shall be applied to prepay the Term Loan of the Lenders and/or prepay outstanding principal under any Additional Debt Documents, (B) for any amounts of such prepayment to be applied to the Term Loan, how such amounts are to be applied against the scheduled repayments remaining Term Loan Required Payments, (C) the prepayment date and (D) the principal amount of each Borrowing or portion thereof to be prepaid; (iii) each such Term Loans under Section 2.07(a) in direct order of maturity) and partial prepayment shall be paid in an amount not less than $2,000,000, or a larger multiple of $100,000. Promptly following receipt of any such notice relating to a Borrowing, the Appropriate LendersAdministrative Agent shall advise the applicable Lenders of the contents thereof. Each Prepayment Notice shall be irrevocable, subject to Section 2.16, in accordance with their respective Applicable Percentages provided that a prepayment notice in respect of each a payment of all Obligations shall be permitted to include a range of prepayment dates (to be agreed with the relevant Facilities and Refinancing FacilitiesAdministrative Agent) with a per day prepayment amount within such range of prepayment dates.

Optional Prepayments. The Borrower shall have no right to optionally prepay any principal amount of any Advance except as provided in this Section 2.04(a) [Optional Prepayments] and all notices given pursuant to this Section 2.04(a) [Optional Prepayments] shall be irrevocable and binding upon the Borrower (iprovided that any such notice as to the repayment in full of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied). Each prepayment of any Advance pursuant to this Section 2.04(a) [Optional Payments] shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part other than Advances owing to a Defaulting Lender as provided in Section 2.15 [Defaulting Lender]. The Borrower may, upon to the extent permitted under the First Lien Credit Agreement and the Intercreditor Agreement, prepay the Advances from time to time, after giving by 12:00 p.m. (New York City time), (i) in the case of Eurodollar Rate Advances, at least three Business Days’ or (ii) in the case of Reference Rate Advances, same Business Day irrevocable prior written notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, at any time or from time to time voluntarily the Borrower shall prepay Term Loans of any Class and Revolving Credit Loans of any Class the Advances in whole or ratably in part without premium or penalty (except as set forth below)in an aggregate principal amount equal to the amount specified in such notice, together with accrued and unpaid interest to the date of such prepayment on the principal amount prepaid, any Applicable Premium, and amounts if any, required to be paid pursuant to Section 2.10 [Breakage Costs]; provided provided, however, that each partial prepayment with respect to: (A) such notice must be any amounts prepaid in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment respect of Eurodollar Rate Loans and (2) on Advances shall be applied to Eurodollar Rate Advances comprising part of the date of prepayment of Base Rate Loans, same Borrowing; (B) any prepayment prepayments made in respect of Eurodollar Reference Rate Loans Advances shall be made in a principal minimum amount of $1,000,000 or a whole multiple and in integral multiples of $500,000 in excess thereof, and (C) any prepayment prepayments made in respect of Base any Borrowing comprised of Eurodollar Rate Loans Advances shall be made in a an aggregate principal amount of at least $250,000 or a whole multiple 2,000,000 and in integral multiples of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesthereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay the Term Loans of any Class and reduce the Revolving Credit Loans of any Class Commitments, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such in the last sentence of this Section, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date case of prepayment of Base Rate ABR Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.22; provided, further, that any prepayment made pursuant to this Section 2.12 shall be applied pro rata to (i) the Tranche A Term Loans, (ii) the Conversion Term Loans, (iii) the Optional Term Loans, (iv) the reduction of the Delayed Draw Term Loans and (v) the reduction of the Revolving Credit Commitments. Upon receipt of any such prepayment and notice the payment 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 accrued interest to such date on the amount prepaid. Any prepayment reduction of a Eurodollar Rate Loan the Revolving Credit Commitments pursuant to this Section 2.12 shall be accompanied by all accrued interest on prepayment of the Revolving Credit Loans to the extent, if any, that the aggregate outstanding principal amount of Revolving Credit Loans exceeds the amount prepaid, together with any additional amounts required pursuant to Section 3.05of the Total Revolving Credit Commitments as so reduced. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and Revolving Credit Commitments shall be applied in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Optional prepayments of the Term Loans occurring prior to the installments thereof as directed first anniversary of the Closing Date shall be accompanied by a prepayment fee equal to 3% of the Borrower (it being understood and agreed that if the Borrower does not so direct at the time amount of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part without premium part, upon irrevocable notice (provided, that any notice for the prepayment in full of the Facilities given in connection with a proposed Refinancing of the Facilities or penalty (except as set forth below); provided that (Aa proposed Disposition of a Group Member or involving the sale of all or substantially all of the Collateral may be revocable and conditioned upon the closing of such Refinancing or Disposition) such notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1i) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) 10:00 a.m., Central time on the date of prepayment of Base Rate Loans, (B) 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 thereofSwingline Loans, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, which notice in each case, if less, the entire principal amount thereof then outstanding. Each such notice case shall specify the date and amount of such prepayment and (ii) 10:00 a.m., Central time, three (3) Business Days prior thereto, in the Class(es) case of all other Loans, which notice in each case shall specify the date and Type(s) amount of prepayment and whether the prepayment is of Eurodollar Loans to be or ABR Loans; provided that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such prepayment and notice the payment 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. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood in a minimum amount of $100,000 and agreed that if the Borrower does not so direct at the time a whole multiple of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$50,000.

Optional Prepayments. (i) The Borrower maySubject to subsection 4.15, upon the Borrowers may at any time and from time to time prepay Loans, in whole or in part, without premium or penalty, by irrevocable written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to Agent by 12:00 noon on the Administrative Agent and be received by Business Day preceding the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any proposed date of prepayment in the case of Eurodollar Rate Loans and (2) on the date of prepayment of Alternate Base Rate Loans, (B) any and by 12:00 noon on the third Business Day preceding the proposed date of prepayment in the case 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orLoans, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify case specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Revolving Credit Loans to or Term Loans; provided that if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by subsection 4.3(a), then such notice of prepayment may be prepaid and, revoked if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) such notice of termination is revoked in accordance with subsection 4.3(a). Upon receipt of such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If such notice is given by the Borrowergiven, the Borrower Borrowers shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment Partial prepayments of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(asubsection 4.4 shall be in an aggregate principal amount equal to the lesser of (a) (i) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Eurodollar Loans or (ii) $500,000 or a whole multiple Table of Contents of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (b) the aggregate unpaid principal amount of the Term Loans. Partial prepayments of Revolving Credit Loans pursuant to this subsection shall be in an aggregate principal amount equal to the lesser of (a) (i) $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Eurodollar Loans or (ii) $500,000 or a whole multiple of $100,000 in excess thereof with respect to Alternate Base Rate Loans and (b) the aggregate unpaid principal amount of the Revolving Credit Loans (or the aggregate unpaid principal amount of Revolving Credit Loans maintained as Alternate Base Rate Loans (in the case of a prepayment of such Revolving Credit Loans) or as Eurodollar Loans with a single Interest Period (in the case of a prepayment of such Revolving Credit Loans)), as the case may be. Prepayments of the Term Loans pursuant to this subsection 4.4 shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiessubsection 4.7.

Optional Prepayments. (iSubject to the proviso to subsection 2.04(a) The and to Section 4.04, the Borrower may, from time to time, upon irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such which notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. prior to 12:00 noon Eastern time (1a) three two Business Days prior to any the date of prepayment prepayment, in the case of Eurodollar Rate Loans Loans, and (2b) on the date of prepayment prepayment, in the case of Base Rate Loans, (B) ratably prepay any prepayment Class of Eurodollar Rate Loans shall be comprising part of the same Borrowing, in a principal whole or in part, in an aggregate amount of $1,000,000 or a whole higher integral multiple of $500,000 (except that, (x) if any Base Rate Loans have been made pursuant to subsection 3.03(b), in excess thereof, an aggregate amount equal to the aggregate amount of such Base Rate Loans and (Cy) any prepayment of Base Rate a Class of Term Loans shall may be in a any amount (but not less than $5,000,000) that causes the aggregate principal amount of $250,000 or a whole all outstanding Term Loans of such Class to be an integral multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding1,000,000). Each such Such notice of prepayment shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each any such notice, notice and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with, in the case of a Eurodollar Rate Loan shall be accompanied by all Loans, accrued interest to such date on the amount prepaid, together with prepaid and any additional amounts required pursuant to Section 3.054.04. Subject to the foregoing terms, amounts prepaid under this Section 2.06 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Revolving Loans (without a corresponding reduction in the Revolving Loan Commitment), second to the Five-Year Term Loan (in direct order of remaining amortization installments) and third to the Ten-Year Term Loan (in direct order of remaining amortization installments), and, in each case, first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 Loans of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages applicable Pro Rata Share. In the event that the Revolving Credit Exposure exceeds the aggregate Revolving Loan Commitments at any time (for example, because the issuance of a Letter of Credit by an Issuing Lender on the same date that a new Revolving Loan is funded inadvertently causes the Revolving Credit Exposure to exceed the aggregate Revolving Loan Commitments as of such date), the Borrower shall prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in respect an aggregate amount necessary to eliminate such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.06 unless after giving effect to any concurrent prepayment of each of Revolving Loans, the relevant Facilities and Refinancing FacilitiesRevolving Credit Exposure exceeds the Aggregate Revolving Loan Commitments then in effect.

Optional Prepayments. (i) The Subject to Section 2.5(a)(ii), the Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans any Borrowing of any Class and Revolving Credit of Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) 12:00 p.m. three Business Days prior to any date of prepayment of Eurodollar LIBOR Rate Loans and (2B) 2:00 p.m. on the date of prepayment of Base Rate Loans, ; and (Bii)(A) any prepayment of Eurodollar LIBOR Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, thereof and (CB) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof thereof, or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar LIBOR Rate Loans are to be prepaidLoans, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereintherein (except that any such notice may be conditioned on the receipt of net proceeds from any refinancing indebtedness or the consummation of a Change of Control). Any prepayment of a Eurodollar LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.5. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal installments thereof of the applicable Class(es) of Loans 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 such Term Loans of the relevant Class under Section 2.07(a) 2.7 in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, Borrowers may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1a) at least three Business Days prior to any date thereto, in the case of prepayment of Eurodollar Rate Eurocurrency Loans and (2) on the date of prepayment of Base Rate Loansdenominated in Dollars, (Bb) at least five Business Days prior thereto, in the case of Eurocurrency Loans denominated in 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 thereofOptional Currency, and (Cc) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orat least one Business Day prior thereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurocurrency Loans to be or ABR Loans; provided, that if a Eurocurrency Loan is prepaid and, if Eurodollar Rate Loans are to be prepaidon any day other than the last day of the Interest Period applicable thereto, the Interest Period(s) respective Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Credit Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and Revolving Credit Loans shall be applied in an aggregate principal amount of $1,000,000 or a whole multiple of $1,000,000 in thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or a whole multiple thereof. To the extent that at any time (by virtue of changes in the Exchange Rate or otherwise) the aggregate principal amount of the Loans and Letters of Credit outstanding shall exceed the Total Revolving Credit Commitments then in effect, the Borrowers shall make prompt repayment of the Loans 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 extent of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesexcess.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term ratably any Loans of any Class and Revolving Credit Loans of any Class then outstanding in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the consummation of another transaction, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied; provided, further that the Borrower shall compensate and hold harmless any Lender from any loss, cost or expense incurred by such Lender in accordance with Section 2.20 as a result of the failure to make such prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.052.20. Each prepayment of any outstanding Term Loans pursuant Subject to this Section 2.05(a) shall be applied 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 prepayment2.15, each such prepayment shall be allocated ratably between each Class of Loans and applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate LendersLoans within such Class, subject to Section 2.16as the case may be, of the applicable Lenders within such Class in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPro Rata Shares.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date thereto in the case of prepayment of the Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date case of prepayment of the Base Rate Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or Base Rate Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.15; provided, further, that a notice of prepayment delivered by the Borrower may state that such prepayment notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied and in the payment case of any such revocation, the Borrower shall pay to such Lender such amounts, if any, as may be required pursuant to Section 2.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each 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 accrued interest to such date on the amount prepaid. Any Partial prepayments of Loans shall be in an aggregate principal amount of $5,000,000 or a whole multiple in excess thereof. Each prepayment of a Eurodollar Rate Loan the Loans under this Section 2.5 shall be accompanied by all accrued interest to the date of such prepayment to the applicable Lender on the amount prepaid, together with . The application of any additional amounts required prepayment pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) 2.5 shall be applied made, first, 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 prepaymentBase Rate Loans and, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid second, to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesEurodollar Loans.

Optional Prepayments. (i) The Any Borrower may, on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of Base Rate Loans, prepay their respective Loans, in whole or in part, without premium or penalty, upon at least three Business Days' irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each casethe case solely of Swing Line Loans, if lessupon notice by 12:00 noon, New York City time on the entire principal amount thereof then outstanding. Each such notice shall specify same Business Day to the Swing Line Lender, specifying the date and amount of such prepayment and whether the Class(es) prepayment is of Eurodollar Loans, Base Rate Loans or a combination thereof, and Type(s) whether of Revolving Credit Loans to be prepaid (and Swing Line Loans, if any), Term Loans, or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination of any thereof, the Interest Period(s) amount allocable to each. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with any amounts payable pursuant to Section 2.20, 2.21 and, in the case of a Eurodollar Rate Loan shall be accompanied by all prepayments of the Term Loans only, accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding the Term Loans pursuant to this Section 2.05(a) shall be applied pro rata to the remaining installments thereof as directed by of principal thereof. Amounts prepaid on account of the Borrower (it being understood Term Loans may not be reborrowed. Prepayments of Revolving Credit Loans and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment Swing Line Loans shall be applied against the scheduled repayments first to all outstanding Swing Line Loans and second to Revolving Credit Loans. Repayments of such Revolving Credit Loans or Term Loans under this Section 2.07(a) in direct order of maturity) and 2.9 shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages an aggregate principal amount of $1,000,000 or a whole multiple thereof; partial prepayments of Swing Line Loans shall be in respect an aggregate principal amount of each $500,000 or a whole multiple of the relevant Facilities and Refinancing Facilities$100,000 in excess thereof.

Optional Prepayments. (ia) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the Administrative Agentproposed date and aggregate principal amount of the prepayment, at any time or from time to time voluntarily prepay Term Loans the outstanding principal amount of any Class and Revolving Credit Loans of any Class Advances in whole or in part part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty (except as set forth below)other than any Consequential Loss; provided provided, however, that (A) such in the case of a prepayment of a Base Advance, the notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) may be given by telephone by 10:00 a.m. on the date of prepayment. Each partial prepayment shall, in the case of Base Rate LoansAdvances, (B) any prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $1,000,000 500,000 or a whole larger integral multiple of $500,000 50,000 in excess thereofthereof (or, and (Cwith respect to a Swingline Advance, in the full amount of such Swingline Advance) any prepayment and, in the case of Base Rate Loans shall LIBOR Advances, be in a an aggregate principal amount of not less than $250,000 5,000,000 or a whole larger integral multiple of $100,000 in excess thereof orthereof. If any notice of prepayment is given, in each casethe principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if lessany, the entire principal amount thereof then outstanding. Each such notice shall specify the date due under Section 2.12 and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid andSection 2.14 hereof, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by in such notice unless the Borrower (it being understood and agreed that revokes its notice, provided that, if the Borrower does not so direct at revokes its notice of prepayment prior to such date specified, the time Borrower shall reimburse the Administrative Agent for the account of such prepaymentall Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), such prepayment shall be applied against setting forth in reasonable detail the scheduled repayments calculation of such Term Loans under Section 2.07(a) in direct order of maturity) and shall the additional amount or amounts to be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each it hereunder shall be presumptive evidence of the relevant Facilities and Refinancing Facilitiesvalidity of such claim.

Optional Prepayments. (i) The Borrower may, on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of ABR Loans, prepay the Loans, in whole or in part, without premium or penalty, upon at least (i) three Business Days' irrevocable notice to the Administrative Agent, at any time in the case of Eurodollar Loans or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (Aii) such one Business Day's irrevocable notice must be in a form reasonably acceptable to the Administrative Agent Agent, in the case of ABR Loans, specifying the date and be received by amount of prepayment and whether the prepayment is of Eurodollar Loans, ABR Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of any such notice the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior shall promptly notify each Lender thereof. In the case of prepayments of the Term Loans only, such prepayments shall be accompanied by payment of accrued interest to any such date of prepayment of Eurodollar Rate Loans and (2) on the date amount prepaid. Partial prepayments of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate the Term Loans shall be applied to the installments of principal thereof in a principal amount the inverse order of $1,000,000 their scheduled maturities, provided that if the Borrower so elects by notice to the Administrative Agent, all or a whole multiple any portion of $500,000 in excess thereof, and (C) any an optional prepayment of Base Rate any amount otherwise required to be applied to the installments of the Term Loans in the inverse order of their maturities shall instead be applied to the installments of the Term Loans, first in the direct order of their maturities, so long as the installments to which such application is to be made are scheduled to be paid within 270 days of such optional prepayment and second in inverse order of their maturities and provided further that any optional prepayments of Term Loans made prior to September 30, 1999 shall, be applied first to the installments due as specified above on September 30, 1999, December 30, 1999, March 31, 2000 and June 30, 2000 in the direct order of their maturities until all such installments shall be paid in full and second to such installments in inverse order of their maturities. Amounts prepaid on account of the Term Loans may not be reborrowed. Each partial prepayment shall be in a principal an amount equal to (i) in the case of ABR Loans, $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(aii) in direct order the case of maturity) and shall be paid to the Appropriate LendersEurodollar Loans, subject to Section 2.16, $1,000,000 or a whole multiple of $1,000,000 in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesexcess thereof.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay the Term Loans of any Class and reduce the Revolving Credit Loans of any Class Commitments, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such in the last sentence of this Section, upon irrevocable notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date case of prepayment of Base Rate ABR Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.22; provided, further, that any prepayment made pursuant to this Section 2.12 shall be applied pro rata to (i) the Tranche A Term Loans, (ii) the Conversion Term Loans, (iii) the Optional Term Loans, (iv) the reduction of the Delayed Draw Term Loans and (v) the reduction of the Revolving Credit Commitments. Upon receipt of any such prepayment and notice the payment 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 accrued interest to such date on the amount prepaid. Any prepayment reduction of a Eurodollar Rate Loan the Revolving Credit Commitments pursuant to this Section 2.12 shall be accompanied by all accrued interest on prepayment of the Revolving Credit Loans to the extent, if any, that the aggregate outstanding principal amount of Revolving Credit Loans exceeds the amount prepaid, together with any additional amounts required pursuant to Section 3.05of the Total Revolving Credit Commitments as so reduced. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) and Revolving Credit Commitments shall be applied 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 in an aggregate principal amount of such prepayment, such prepayment shall be applied against the scheduled repayments $1,000,000 or a whole multiple thereof. Optional prepayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.the

Optional Prepayments. (i) The Any Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Term Revolving Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided provided, in each case, that (Ax) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) 11:00 a.m. four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (2C) 11:00 a.m. on the date of prepayment of Base Rate Loans, ; (By) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Cz) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment prepayment, the Loans to be prepaid, and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the a Borrower, the such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.15, each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, applicable Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) 12:00 Noon, New York City time, three Business Days prior to any date of prepayment thereto, in the case of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofand no later than 12:00 Noon, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof orNew York City time, one Business Day prior thereto, in each casethe case of ABR Loans, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans to be or ABR Loans; provided, that if a Eurodollar Loan is prepaid and, if Eurodollar Rate Loans are to be prepaid, on any day other than the last day of the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the BorrowerPeriod applicable thereto, the Borrower shall make also pay any amounts owing pursuant to Section 2.20. Each notice delivered by the Borrower pursuant to this Section 2.10 shall be irrevocable; provided, that such prepayment and notice may state that it is conditioned upon the payment effectiveness of other credit facilities, settlement of an offering of securities or a Change in Control, in each case, which such notice may be revoked by the Borrower (by notice to the Administrative Agent no later than 10:00 A.M., New York City time, on the specified effective date) if such condition is not satisfied. 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. Any prepayment , together with (except in the case of a Eurodollar Rate Loan shall be accompanied by all Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans shall be in an aggregate principal amount of $1,000,000 (or, if the Term Loans then outstanding are less than $1,000,000, such lesser amount). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 (or, if the Swingline Loans then outstanding are less than $100,000, such lesser amount). Amounts to be applied in connection with prepayments and Commitment reductions made pursuant to this Section 2.05(a) 2.10 shall be applied applied, in the case of Term Loans, to the installments thereof as directed by prepayment of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages Section 2.17(b) and, in respect the case of each of Commitment reductions, to reduce permanently the relevant Facilities and Refinancing FacilitiesRevolving Commitments.

Optional Prepayments. (i) The Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four Business Days (or five Business Days, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (2C) on one Business Day prior to the date of prepayment of Base Rate Loans, ; and (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing FacilityPercentage). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower Borrowers may, upon written notice to the Administrative Agent, at any time or and from time to time time, voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class Loan in whole or in part without premium or penalty (except as set forth belowin Section 3.5); ), provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans a BSBY Borrowing and (2) on one Business Day prior to the date of prepayment of Base Rate Loans, an ABR Borrowing and (B) any each prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 the Borrowing Minimum or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 the Borrowing Multiple in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerBorrowers, the Borrower Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any , provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of a Eurodollar Rate Loan shall other credit facilities, in which case such notice may be accompanied revoked by all accrued interest the Borrowers (by written notice to the Administrative Agent on or prior to the amount prepaid, together with any additional amounts required specified effective date) if such condition is not satisfied subject to the Borrowers’ obligation to indemnify the Lenders pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities3.5.

Optional Prepayments. (ia) The Borrower maymay at any time and from time to time prepay Loans, in whole or in part, upon at least one Business Days’ irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Agent in the case of ABR Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such two Working Days’ irrevocable notice must be in a form reasonably acceptable to the Administrative Agent and be received by in the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment case of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and prepayment; provided that Eurodollar Loans prepaid on other than the Class(es) and Type(s) last day of Loans to any Interest Period with respect thereto shall be prepaid and, if Eurodollar Rate Loans are subject to be prepaid, the Interest Period(s) provisions of subsection 4.10. Upon receipt of such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment Accrued interest on any Notes or on the amount of a Eurodollar Rate Loan any Loans paid in full pursuant to this subsection 4.4 shall be accompanied by all accrued paid on the date of such prepayment. Accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment. Partial prepayments shall be in an aggregate principal amount equal to the lesser of (A) $1,500,000 or a whole multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal amount of the applicable Loans, as the case may be. Any amount prepaid on account of Loans may not be reborrowed. Partial prepayments of the Loans pursuant to this Section 2.05(a) subsection 4.4 shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesBorrower.

Optional Prepayments. (i) The Borrower may, upon notice to shall have the Administrative Agent, right at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part time, without premium or penalty (except as set forth belowsubject to Section 4.4(a)(ii); provided that (A) such notice must be ), to prepay the Term Loans, in a form reasonably acceptable whole or in part, upon delivery to the Administrative Agent and be received by the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. 12:00 p.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2i) on the date of same Business Day as the prepayment of a Base Rate Loans, Loan and (Bii) any at least three RFR Business Days before the prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofLIBOR RateTerm SOFR Loan, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment repayment, whether the repayment is of LIBOR RateTerm SOFR Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and the Class(es) and Type(s) applicable Class of Term Loans to be prepaid and, if Eurodollar Rate Loans are to be being prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any ; provided that such notice may state that the prepayment is conditioned upon the effectiveness of a Eurodollar Rate Loan shall other credit facilities, acquisitions, dispositions or other transactions, in which case, such notice may be accompanied revoked or modified by all accrued interest Borrower (by notice to Administrative Agent on or prior to the amount prepaid, together with any additional amounts required pursuant to Section 3.05specified prepayment date) if such condition is not satisfied. Each optional prepayment of any outstanding Class of Term Loans pursuant to this Section 2.05(a) hereunder shall be in an aggregate principal amount of at least $1,000,000 or any whole multiple of $500,000 in excess thereof and shall be applied to the outstanding principal installments thereof of any Incremental Term Loans as directed by the Borrower (it being understood and agreed Borrower, provided that if in the Borrower does not so direct at the time absence of such prepaymentdirection, such optional prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) to outstanding principal installments in direct order of maturity) and . Each repayment shall be accompanied by any amount required to be paid to the Appropriate Lenders, subject pursuant to Section 2.165.9 hereof. A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day or RFR Business Day, as applicable. 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 accordance connection with their respective Applicable Percentages 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 each any Extension Series unless such prepayment is accompanied by a pro rata (or greater) repayment of Term Loans of the relevant Facilities and Refinancing FacilitiesExisting 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. (i) The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time voluntarily prepay Term Loans the Borrowing of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 1:00 p.m., New York City time (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) on one (1) Business Day prior to the date of prepayment of Base Rate Loans, (B2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereofthereof or, and in each case, the entire principal amount thereof then outstanding, (C3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (4) if after giving effect to any such prepayment during the #93847511v24 Bridge Period, the aggregate principal amount of Bridge Loans outstanding would be less than $40,000,000, then the Borrower shall prepay all remaining Bridge Loans in accordance with this paragraph. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) Type of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.04. Each prepayment of any outstanding Term the Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower Company may, upon notice from it to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 10:00 a.m. (1A) three two Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Eurocurrency Rate Loans shall will be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall will be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall will specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerCompany, the Borrower shall it will make such prepayment and the payment amount specified in such notice shall will be due and payable on the date specified therein. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall will be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall will be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class under either Facility in whole or in part without premium or penalty (except as set forth belowprovided in Section 2.16); provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 2,500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion 's Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Any prepayment of any outstanding Term Loans shall be accompanied by any additional amounts required pursuant to this Section 2.05(a) 2.16. Subject to Section 2.18, each such prepayment shall be applied to the installments thereof as directed respective Facilities in the manner indicated by the Borrower (it being understood Borrower, 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 noon (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily terminate Term B Commitments, in whole or in part, prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Incremental Facilities. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, on or prior to the one year anniversary of the Initial Draw Date, the Borrower (a) makes any prepayment of Term B Loans in connection with any Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the applicable Term B Lenders, a prepayment premium equal to 1% of the amount of the Term B Loans being prepaid or (b) effects any amendment of this Agreement resulting in a Repricing Transaction, the Borrower shall pay to the Administrative Agent, for the ratable account of each of the non-consenting Term B Lenders to such amendment whose Term B Loans are required to be assigned pursuant to Section 10.13, a prepayment premium equal to 1% of the aggregate amount of the applicable Term B Loans of such non-consenting Term B Lenders outstanding immediately prior to such amendment.

Optional Prepayments. (i) The Term A Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay the Term Loans of any Class and Revolving Credit Loans of any Class A Loans, in whole or in part part, without premium or penalty (except as set forth belowotherwise provided in this Agreement); provided that , upon irrevocable (Aunless otherwise agreed by the Administrative Agent) such written notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not no later than 11:00 a.m. (1) three 12:00 Noon, one Business Days Day prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loansthereto, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment prepayment. Following repayment in full of the Term A Loans, Term B Borrower may at any time and from time to time prepay the Class(esTerm B Loans, in whole or in part, but together with the then-applicable Repayment Premium, upon irrevocable (unless otherwise agreed by the Administrative Agent) written notice delivered to the Administrative Agent no later than 12:00 Noon, one Business Day prior thereto, which notice shall specify the date and Type(s) amount of prepayment. Any portion of the Loans to be prepaid andunder this Section 2.10 shall include principal, the Repayment Premium, if Eurodollar Rate Loans are to be prepaidany, applicable at the time of such prepayment, and all accrued and unpaid interest thereon and fees and expenses hereunder. Upon receipt of any such notice, the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all , together with the Repayment Premium, if any, and accrued interest to such date on the amount being prepaid, together with any additional amounts . Partial prepayments of Loans shall be in an aggregate principal amount of $500,000 or a whole multiple thereof (unless a lesser amount is required pursuant to Section 3.05. Each repay such loan in full); provided further that a notice of prepayment of any outstanding Term the Loans pursuant to this Section 2.05(a) shall delivered by a Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other debt instruments, in which case such notice may be applied revoked by a Borrower (by written notice 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid Administrative Agent on or prior to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesspecified effective date) if such condition is not satisfied.

Optional Prepayments. (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Committed Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Aa) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. 12:00 p.m. (1i) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2ii) on the date of prepayment of Base Rate Committed Loans, ; (Bb) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, ; and (Cc) any prepayment of Base Rate Committed Loans shall be in a principal amount of $250,000 500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Committed Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (ia) The Borrower maymay at any time and from time to time prepay the Loans, in whole or in part, subject to payments of any amounts required pursuant to Section 5.12 hereof, without premium or penalty, upon at least four Business Days' irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Class(es) and Type(s) prepayment is of Eurodollar Loans, Base Rate Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of any such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with any amounts payable pursuant to Section 5.12 and, in the case of a Eurodollar Rate Loan shall be accompanied by all prepayments of the Term Loans only, accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding the Term Loans pursuant to this Section 2.05(a) shall be applied to the installments of principal thereof as directed in the inverse order of their scheduled maturities; PROVIDED, that, other than with respect to prepayments in full, any Lender holding a Tranche B Term Loan may elect to reject acceptance of any partial prepayment in respect of its Tranche B Term Loan by giving notice to such effect to the Administrative Agent prior to the making of such prepayment by the Borrower (it being understood and agreed that if Borrower, in which case the Borrower does not so direct at the time amount of such prepayment, such rejected prepayment shall be applied against to installments of principal of the scheduled repayments of such Tranche A Term Loans under Section 2.07(a) in direct the inverse order of maturity) and their scheduled maturities. Amounts prepaid on account of the Term Loans may not be reborrowed. Partial prepayments pursuant to this Section shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect an aggregate principal amount of each of the relevant Facilities and Refinancing Facilities$1,000,000 or a whole multiple thereof.

Optional Prepayments. (ia) The Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class Loans, in whole or in part part, without premium or penalty (except as set forth belowotherwise provided in subsection 4.5(b); provided that (A) such ), upon at least one Business Days’ irrevocable notice must be in a form reasonably acceptable to the Administrative Agent in the case of ABR Loans and be received by two Working Days’ irrevocable notice to the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment in the case of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and prepayment; provided that Eurodollar Loans prepaid on other than the Class(es) and Type(s) last day of Loans to any Interest Period with respect thereto shall be prepaid and, if Eurodollar Rate Loans are subject to be prepaid, the Interest Period(s) provisions of subsection 4.21. Upon receipt of such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If such notice is given by the Borrowergiven, the Borrower shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment Accrued interest on any Notes or on the amount of a Eurodollar Rate Loan any Loans paid in full pursuant to this subsection 4.5 shall be accompanied by all accrued paid on the date of such prepayment. Accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment. Partial prepayments shall be in an aggregate principal amount equal to the lesser of (A) $2,500,000 or a whole multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal amount of the applicable Loans, as the case may be. Any amount prepaid on account of Term Loans may not be reborrowed. Partial prepayments of the Term Loans pursuant to this Section 2.05(a) subsection 4.5 shall be applied 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 such Term Loans under Section 2.07(a) set forth in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiessubsection 4.6(d)(ii).

Optional Prepayments. (ia) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the Administrative Agentproposed date and aggregate principal amount of the prepayment, at any time or from time to time voluntarily prepay Term Loans the outstanding principal amount of any Class and Revolving Credit Loans of any Class Advances in whole or in part part, together with accrued interest to the date of such prepayment on the principal amount of LIBOR Advances prepaid without premium or penalty (except as set forth below)other than any Consequential Loss; provided provided, however, that (A) such in the case of a -------- ------- prepayment of a Base Advance, the notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) may be given by telephone by 12:00 p.m. central standard time on the date of prepayment. Each partial prepayment shall, in the case of Base Rate Advances under the Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $1,000,000 100,000 or a whole larger integral multiple of $500,000 50,000 in excess thereofthereof and, and (C) any prepayment in the case of Base Rate Loans shall LIBOR Advances under the Loans, be in a an aggregate principal amount of not less than $250,000 500,000 or a whole larger integral multiple of $100,000 in excess thereof or, in each case, if lessthereof. If any notice of prepayment is given, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid andstated therein, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of together with accrued interest on the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment LIBOR Advances prepaid and the payment amount specified in such notice amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by in such notice unless the Borrower (it being understood and agreed that revokes its notice, provided that, if the Borrower does not so direct at revokes its notice of prepayment prior to such date specified, the time Borrower shall reimburse the Administrative Agent for the account of such prepaymentall Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), such prepayment shall be applied against setting forth in reasonable detail the scheduled repayments calculation of such Term Loans under Section 2.07(a) in direct order of maturity) and shall the additional amount or amounts to be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each it hereunder shall be presumptive evidence of the relevant Facilities and Refinancing Facilitiesvalidity of such claim.

Optional Prepayments. (ia) The Borrower Borrowers may, upon at least 1 Domestic Business Days' notice to the Administrative Agent, prepay any Base Rate Borrowing in whole at any time time, or from time to time voluntarily time, in part in amounts aggregating at least $1,000,000 with additional increments of $500,000 (or any lesser amount equal to the outstanding balance of such Borrowing), by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay Term ratably the Base Rate Loans of the several Lenders included in such Base Rate Borrowing. (b) Subject to any Class and Revolving Credit Loans payments required pursuant to the terms of Article IX for a Euro-Dollar Loan, upon 3 Domestic Business Day's prior written notice, the Borrowers may prepay in minimum amounts of $1,000,000 with additional increments of $1,000,000 (or any lesser amount equal to the outstanding balance of such Loan) all or any portion of the principal amount of any Class in whole or in part without premium or penalty Euro-Dollar Loan prior to the maturity thereof. (except as set forth below); provided that (Ac) such Upon receipt of a notice must be in a form reasonably acceptable of prepayment pursuant to this Section 2.11, the Administrative Agent shall promptly notify each Lender of the contents thereof and be of such Lender's ratable share of such prepayment and such notice, once received by the Administrative Agent Agent, shall not later than 11:00 a.m. thereafter be revocable by the Borrowers. (1d) three Business Days prior to The first two Loans in any date of prepayment of Eurodollar Rate Loans and (2) Fiscal Year which are prepaid on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate same day such Loans are made shall be in a principal amount of $1,000,000 not bear interest hereunder except to the extent that the Administrative Agent or a whole multiple of $500,000 in excess thereofLender declares that it incurred interest on funds which comprised such Loan. In all other cases, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based interest on such Lender’s Applicable Percentage in respect of Loans which are prepaid on the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice same day they are made shall be due and payable on without the date specified thereinAdministrative Agent's or any Lender's making any such declaration. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to Nothing in this Section 2.05(asubsection (d) shall be applied deemed to limit any other reimbursement, indemnification, or other rights to payment afforded the installments thereof as directed by Administrative Agent or 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 such Term Loans under Section 2.07(a) Lenders elsewhere in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilitiesthis Agreement.

Optional Prepayments. (ia) The Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the Administrative Agentproposed date and aggregate principal amount of the prepayment, at any time or from time to time voluntarily prepay Term Loans the outstanding principal amount of any Class and Revolving Credit Loans of any Class Advances in whole or in part part, together with accrued interest to the date of such prepayment on the principal amount prepaid without premium or penalty (except as set forth below)other than any Consequential Loss; provided provided, however, that (A) such in the case of a prepayment of a -------- ------- Base Advance, the notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) may be given by telephone by 10:00 a.m. on the date of prepayment. Each partial prepayment shall, in the case of Base Rate LoansAdvances, (B) any prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole larger integral multiple of $100,000 in excess thereof orand, in each casethe case of LIBOR Advances, be in an aggregate principal amount of not less than $1,000,000 or a larger integral multiple of $1,000,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if lessany, the entire principal amount thereof then outstanding. Each such notice shall specify the date due under Section 2.12 and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid andSection 2.14 hereof, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by in such notice unless the Borrower (it being understood and agreed that revokes its notice, provided that, if the Borrower does not so direct at revokes its notice of prepayment prior to such date specified, the time Borrower shall reimburse the Administrative Agent for the account of such prepaymentall Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each Lender claiming compensation under this Section 2.04(a), such prepayment shall be applied against setting forth in reasonable detail the scheduled repayments calculation of such Term Loans under Section 2.07(a) in direct order of maturity) and shall the additional amount or amounts to be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each it hereunder shall be presumptive evidence of the relevant Facilities and Refinancing Facilitiesvalidity of such claim.

Optional Prepayments. (i) The Borrower may, upon notice to Borrowers have the Administrative Agent, right at any time or and from time to time voluntarily to prepay Term Loans of any Class and Revolving Credit Loans of any Class Loans, in whole or in part without premium or penalty part, (except as set forth below)i) with respect to Eurodollar Loans, upon at least three Business Days' prior written notice to the Agent and (ii) with respect to Base Rate Loans on the same Business Day if written notice is received by the Agent prior to 12:00 noon (Chicago, Illinois time) and thereafter upon at least one Business Day's prior written notice to the Agent; provided that (Aa) each such notice must partial prepayment shall be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. multiples of $100,000, (1b) three Business Days prior to any date of no prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be permitted under this Section 2.6(C) other than on the last day of an Interest Period applicable thereto unless such prepayment is accompanied by the payment of the amounts described in Section 3.5(A) and (c) no partial prepayment of a Borrowing of Eurodollar Loans shall result in the aggregate principal amount of the Eurodollar Loans remaining outstanding pursuant to such Borrowing being less than $1,000,000 or a whole multiple 1,000,000. Each notice of $500,000 in excess thereofprepayment shall specify the prepayment date, and (C) any prepayment of Base Rate Loans shall be in a the principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid andand in the case of Eurodollar Loans, if Eurodollar Rate the Borrowing or Borrowings pursuant to which made, shall be irrevocable and shall commit the Borrowers to prepay such Loan by the amount and on the date stated therein. The Agent shall, promptly after receiving notice from a Borrower under this Section 2.6(C), notify each Lender of the principal amount of the Loans held by such Lender that are to be prepaid, the Interest Period(s) prepayment date and the manner of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and application of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities.

Optional Prepayments. (i) The Borrower may, (a) upon 1 Business Days’ notice to the Administrative AgentAgent with respect to any Base Rate Loan and (b) upon 3 Business Days’ notice to Administrative Agent with respect to any SOFR Loan, at any time or from time to time voluntarily and without premium or penalty, prepay Term Loans of any Class and Revolving Credit Loans of any Class the Loans, in whole or in part without premium or penalty (except as set forth below); part, provided that (Ai) the aggregate amounts of all partial prepayments of principal on the Loans equals $1,000,000 or any higher integral multiple of $500,000 (or, in the event of a prepayment in full of the Term Loans or Revolving Loans, an amount equal to the outstanding principal amount of such Term Loans or Revolving Loans being prepaid), (ii) Borrower does not make 38 [OPAL Fuels Credit Agreement] any prepayments that would reduce the unpaid principal balance of any Loan to less than $500,000 without first either (1) terminating this Agreement or (2) providing assurance satisfactory to Administrative Agent in its discretion that Lenders’ legal rights under the Loan Documents are in no way adversely affected by such reduction, (iii) if Borrower prepays any SOFR Loan on any day other than the last day of the Interest Period applicable thereto, it shall pay to Lenders any amounts due under Section 3.4 (iv) any such notice may be contingent upon the consummation of a refinancing or other event and such notice may otherwise be extended or revoked by the Borrower and (v) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) 12:00 p.m. on the applicable date of prepayment of Base Rate Loans, specified in clause (Ba) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingb). Each such notice shall be irrevocable and specify the date and amount of such prepayment and prepayment, the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate SOFR Loans are to be prepaid, the Interest Period(s) of such Loan to be prepaid. No amount prepaid pursuant to this Section 2.5 may be re-borrowed, other than prepayments of Revolving Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any Each prepayment of a Eurodollar Rate Loan principal under this section shall be accompanied by all interest then accrued interest and unpaid on the amount principal so prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding Term Loans Any principal or interest prepaid pursuant to this Section 2.05(a) section shall be applied in addition to, and not in lieu of, all payments otherwise required to be paid under the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct Loan Documents at the time of such prepayment. Such prepayments under this Section 2.5 shall be applied to the Classes of Loans, and the order of maturity of principal payments, as directed by the Borrower and, absent such prepayment direction, shall be applied against the scheduled repayments of such Term Revolving Loans under Section 2.07(a) in direct order of maturity) , and shall then to Term Loans in direct order of maturity (to be paid to the Appropriate Lenders, subject applied against payments owing by Borrower pursuant to Section 2.16, in accordance with their respective Applicable Percentages in respect 2.11(a)(i)). The Administrative Agent shall promptly notify each Lender of the applicable Class of Loans and the Collateral Agent of the contents of the Borrower’s prepayment notice and of each Lender’s ratable share of the relevant Facilities and Refinancing Facilitiesprepayment.

Optional Prepayments. (ia) The A Borrower may, upon notice to the Administrative Agent, may at any time or and from time to time voluntarily prepay Term the Loans of any Class and Revolving Credit Loans of any Class made to such Borrower, in whole or in part part, without premium or penalty (except as set forth below); provided that (A) such penalty, upon notice must be in a form reasonably acceptable delivered to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) at least three Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and (2) on at least one Business Day prior thereto in the date of prepayment case of Base Rate Loans, (B) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment and whether the Class(esprepayment is of Eurodollar Loans or Base Rate Loans; provided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, such Borrower shall also pay any amounts owing pursuant to Section 2.17 and Type(s(ii) no prior notice is required for the prepayment of Loans to be prepaid andSwing Line Loans; PROVIDED, FURTHER, that, if Eurodollar Rate Loans are to a notice of prepayment is given in connection with a conditional notice of termination of the Revolving Credit Commitments as contemplated by Section 2.7, then such notice of prepayment may be prepaid, revoked if such notice of termination is revoked in accordance with Section 2.7. Upon receipt of any such notice the Interest Period(s) of such Loans. The Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)Lenders thereof. If any such notice is given by the Borrowergiven, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment , together with (except in the case of a Eurodollar Base Rate Loan shall be accompanied by all Loans) accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Partial prepayments of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 in an aggregate principal amount of such prepayment, such prepayment $1,000,000 or a whole multiple thereof. Partial prepayments of Swing Line Loans shall be applied against the scheduled repayments in an aggregate principal amount of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing Facilities$100,000 or a whole multiple thereof.

Optional Prepayments. (ia) The Borrower mayCompany may at any time and from time to time prepay Loans, in whole or in part, upon at least one Business Days’ irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Agent in the case of ABR Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below); provided that (A) such two Working Days’ irrevocable notice must be in a form reasonably acceptable to the Administrative Agent and be received by in the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment case of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and prepayment; provided that Eurodollar Loans prepaid on other than the Class(es) and Type(s) last day of Loans to any Interest Period with respect thereto shall be prepaid and, if Eurodollar Rate Loans are subject to be prepaid, the Interest Period(s) provisions of subsection 4.18. Upon receipt of such Loans. The notice the Administrative Agent will shall promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If such notice is given by the Borrowergiven, the Borrower Company shall make such prepayment prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein. Any prepayment Accrued interest on any Notes or on the amount of a Eurodollar Rate Loan any Loans paid in full pursuant to this subsection 4.5 shall be accompanied by all accrued paid on the date of such prepayment. Accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any outstanding partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment. Partial prepayments shall be in an aggregate principal amount equal to the lesser of (A) $1,500,000 or a whole multiple of $1,000,000 in excess thereof and (B) the aggregate unpaid principal amount of the applicable Loans, as the case may be. Any amount prepaid on account of Term Loans may not be reborrowed. Partial prepayments of the Term Loans pursuant to this Section 2.05(a) subsection 4.5 shall be applied 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesCompany.

Optional Prepayments. (i) The Borrower ODEC may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Syndicated Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty (except as set forth below)penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Syndicated LIBOR Rate Loans and (2B) on the date of prepayment of Base Rate Loans, ; (Bii) any prepayment of Eurodollar Rate Syndicated Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Syndicated Loans to be prepaid and, if Eurodollar Syndicated LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)prepayment. If such notice is given by the BorrowerODEC, the Borrower ODEC shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Syndicated LIBOR Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.052.14. Each such prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by Syndicated Loans of 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 such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesPercentages.

Optional Prepayments. (ia) The Any Borrower maymay at any time and from time to time prepay the Loans made to or owing by it, in whole or in part, without premium or penalty, upon at least three Business Days' (or, in the case of prepayments of ABR Loans, one Business Day's) irrevocable notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part without premium or penalty Agent (except as set forth below); provided that (A) such which notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) 12:00 Noon, New York City time on the date of prepayment of Base Rate Loans, (Bwhen such notice is due) 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 (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if lessthe case of the German Term Loans, the entire principal amount thereof then outstanding. Each German Term Loan Servicing Bank with a copy to the Administrative Agent (which notice must be received by the German Term Loan Servicing Bank prior to 12:00 Noon, New York time, on the date upon which such notice shall specify is due), specifying (i) the date and amount of such prepayment and (ii) in the Class(escase of the Primary Borrower, (A) and Type(s) of Loans whether such prepayment is to be prepaid applied to the Revolving Credit Loans or U.S. Term Loans and (B) whether the prepayment is of Eurocurrency Loans, ABR Loans or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(samount allocable to each. Upon receipt of any such notice (x) of such Loans. The the Administrative Agent will (or, in the case of the German Term Loans, the German Term Loan Servicing Bank) shall promptly notify each Appropriate affected Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Refinancing Facility)thereof. If any such notice is given by the any Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment therein (subject to subsection 9.3(b)(ii)), together with any amounts payable pursuant to subsection 9.16 and, except in the case of a Eurodollar Rate Loan shall be accompanied by all prepayments of Revolving Credit Loans which are ABR Loans and Swing Line Loans, accrued interest to such date on the amount prepaid. Amounts prepaid on account of the Term Loans may not be reborrowed. Notwithstanding the foregoing, together with if any additional amounts required pursuant desired optional prepayment includes any amount of Tranche B Loans (unless after giving effect to Section 3.05. Each prepayment such prepayment, no Tranche A Loans or Reimbursement Term Loans would remain outstanding) the Administrative Agent shall immediately prepare and provide to each Tranche B Lender a notice (an "Optional Prepayment Option Notice"), which shall be in the form of Exhibit I and shall include an offer by the Primary Borrower to prepay the amount of any outstanding Term optional prepayment allocated to the Tranche B Loans pursuant to this Section 2.05(asubsection on a date (the "Optional Prepayment Date") shall be applied to that is five Business Days after the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time date of such prepayment, such prepayment shall be applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and shall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Refinancing FacilitiesOptional Prepayment Option Notice.