Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the LoansLoans of any Class, in whole or in part, without premium or penalty penalty, upon notice in such form as may be approved by the Administrative Agent (except including any form on an electronic platform or electronic transmission system as set forth in Section 4.1(d) belowshall be approved by the Administrative Agent), upon irrevocable notice appropriately completed and signed by a Responsible Officer, delivered to the Administrative Agent no later than 2:00 p.m.1:00 P.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 2:00 p.m.1:00 P.M., New York City time, at least one (1) Business Day prior thereto, thereto in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the Class of Loans being prepaid and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate and Revolving Loans (other than Swingline Loanspursuant to this Section 2.8(a) shall be in an aggregate principal amount of $250,000 5,000,000 or integral multiples a whole multiple of $100,000 1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class pursuant to this Section 2.8(a) shall be applied to the Loans of such Class of each Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such Lender.

Optional Prepayments. (a) The Borrower may Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time prepay any part of, the LoansNotes, in whole an amount not less than $1,000,000 or in part, without premium or penalty such lesser amount as shall be outstanding (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., New York City time, three (3) Business Days prior thereto, but if in the case of Eurodollar Loansa partial prepayment, then against each series of Notes in proportion to the aggregate principal amount outstanding on each series), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, and no later the Make‑Whole Amount and the Swap Breakage Amount, each determined for the prepayment date with respect to such principal amount. The Company will give each holder of the Notes written notice of each optional prepayment under this Section 8.2(a) not less than 2:00 p.m., New York City time, one (1) Business Day 30 days and not more than 60 days prior thereto, in to the case of Base Rate Loans, which date fixed for such prepayment. Each such notice shall specify the such date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to (which shall be applied to prepay the Term Loansa Business Day), the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall the Notes to be in an aggregate prepaid on such date, the principal amount of $250,000 or integral multiples of $100,000 each such Note held by such holder to be prepaid (determined in excess thereof. Partial prepayments of Swingline Loans accordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make‑Whole Amount due in an aggregate principal amount connection with such prepayment (calculated as if the date of $100,000 or integral multiples such notice were the date of $50,000 in excess thereof.the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the Notes a certificate of a Senior Financial Officer specifying the calculation of such Make‑Whole Amount as of the specified prepayment date. Sensient Technologies Corporation Note Purchase Agreement

Optional Prepayments. (a) The Borrower Subject to Sections 4.11 and 4.17, the Borrowers may at any time and from time to time prepay the LoansLoans under any Facility, as elected by the applicable Borrower(s), in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered by Cedar Fair LP to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans and Canadian Prime Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Loans, BA Rate Loans, Base Rate Loans or Canadian Prime Rate Loans (and if under which Facility such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied theretoLoans are being prepaid); provided, provided that if a Eurodollar Loan or BA Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower applicable Borrower(s) shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline or Canadian Prime Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess C$1,000,000 or a whole multiple thereof. Partial prepayments Any prepayment of Base Rate Loans (other than Swingline Loans) under any Facility pursuant to this Section 4.1 shall be in an aggregate principal amount applied on a pro rata basis to the Loans of $250,000 or integral multiples of $100,000 in excess thereofeach Lender under such Facility. Partial prepayments of Swingline Loans Unless otherwise directed by the applicable Borrower, any such prepayment shall be applied in an aggregate principal amount direct order of $100,000 or integral multiples maturity of $50,000 in excess thereofscheduled repayments of such Facility.

Optional Prepayments. (a) The Borrower Borrowers may at any time and from time to time prepay the Loans (other than Competitive Loans), in whole or in part, without premium or penalty (except as set forth in subject to Section 4.1(d) below2.09(c)), upon irrevocable notice delivered to the Administrative Agent Agent, (i) no later than 2:00 p.m.11:00 a.m., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Eurocurrency Loans and (ii) no later than 2:00 p.m.11:00 a.m., New York City time, one (1) Business Day prior thereto, on the date of the proposed repayment in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurodollar Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurocurrency Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Eurocurrency 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 4.11; 2.21, 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 contingent on revoked by the occurrence Company if such condition is not satisfied prior to the stated effective date of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurreduction set forth in such notice. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice is revoked as contemplated above), together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans of any Class shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples a whole multiple of $100,000 1,000,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Notwithstanding the foregoing, the Borrowers shall not have the right to prepay any Competitive Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d2.11(g)) below)or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.P.M., New York City time, (i) three (3) Business Days prior thereto, in the case of Eurodollar LoansLoans denominated in Dollars and (ii) four Business Days prior thereto in the case of Eurodollar Loans denominated in Alternative Currencies (other than Dollars), and no later than 2:00 p.m.P.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the installment or installments of the respective tranches of the Loans to be repaid and whether the prepayment is of Eurodollar Loans or Base Rate ABR Loans and if such payment is to be applied (it being understood that the Borrower may elect to prepay one tranche of Term Loans without prepaying another); provided that in the Term Loans, case of Swingline Loans notice may be given no later than 2:00 P.M. New York City time on the manner in which such prepayment is to be applied theretodate of prepayment; provided, and provided further 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar a tranche of Term Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Base Rate Revolving Loans denominated in an Alternative Currency (other than Swingline LoansDollars) shall be in an aggregate principal amount of $250,000 or integral multiples the Alternative Currency Equivalent of $100,000 1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in excess Dollars shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time time, subject to Section 2.7, prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable prior notice which notice may be given by telephone (to be promptly confirmed in writing, including by facsimile) delivered to the Administrative Agent no later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Rate Loans and no later than 2:00 p.m.12:00 Noon, New York City time, one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Rate Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such ; provided that a notice of optional prepayment is to be applied thereto; 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 4.11; provided, further, may state that such notice may be contingent on is conditioned upon the occurrence effectiveness of a refinancing other credit facilities or the consummation receipt of a salethe proceeds from the issuance of other Indebtedness or any other event, transfer, lease or other Disposition in which case such notice of assets and optional prepayment may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the termination date deferred specified date) if the refinancing or sale, transfer, lease or other Disposition of assets does such condition is not occursatisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial Optional prepayments of Eurodollar Revolving Credit Loans shall be in an aggregate principal amount applied ratably to the outstanding balance of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline the Revolving Credit Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Any Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice from the Borrowers’ Agent in the form attached hereto as Annex III (the “Notice of Prepayment”) delivered to the Administrative Agent (x) no later than 2:00 p.m., 1:00 p.m. (New York City time, ) at least three (3) Business Days prior thereto, to the proposed prepayment date in the case of Eurodollar Loans, and (y) no later than 2:00 p.m., 1:00 p.m. (New York City time, one (1) Business Day prior thereto, on the proposed prepayment date in the case of Base Rate Loans, and (z) not later than 1:00 p.m. (New York City time) on the proposed prepayment date in the case of Swing Line Loans, in each case, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Loans shall be prepaid and (z) whether the prepayment is of Base Rate Loans, Eurodollar Loans or Base Rate Loans and a combination thereof, and, if such payment is to be applied to prepay the Term Loansof a combination thereof, the manner in which such prepayment is amount allocable to be applied theretoeach; provided, provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrowers’ Agent revokes any notice of prepayment previously delivered pursuant to this Section 4.6 after the date/time specified above, such Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur4.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.14. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple thereof. If any Borrower shall make any prepayment of $50,000 a Swing Line Loan after 1:00 p.m. (New York City time) on the Swing Line Loan Expiration Date and the Swing Line Lender shall have requested from the Lenders Refunded Swing Line Loans in accordance with Section 2.5(a) on account of such Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Swing Line Loans of the Borrowers outstanding at such time, and second, to any outstanding Revolving Facility Loans that are Base Rate Loans of such Borrower. If the amount of such prepayment is greater than the outstanding amount of such Swing Line Loans and such Revolving Facility Loans that are Base Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess thereofto the applicable Borrower.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth otherwise provided in Section 4.1(dclause (b) below), upon irrevocable notice (except as otherwise provided in clause (a)(iii) below) delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto (or such later time as the Administrative Agent may permit in its sole discretion) in the case of Eurodollar Loans, Loans and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, thereto (or such later time as the Administrative Agent may permit in its sole discretion) in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that (i) 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 4.11; provided2.21, further(ii) no prior notice is required for the prepayment of Swing Line Loans and (iii) if such a notice of prepayment expressly states that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a specified transaction, that such notice may be contingent revoked by the Borrower (by notice to the Administrative Agent on or prior to the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred specified effective date) if the refinancing or sale, transfer, lease or other Disposition of assets does such condition is not occursatisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or such lesser amount or integral multiples of $100,000 to repay such Loan in excess thereoffull). Partial prepayments of Base Rate Swing Line Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline and Revolving Credit Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple of $50,000 in excess thereofthereof (or such lesser amount or integral to repay such Loan in full).

Optional Prepayments. (a) The Borrower Company may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to the Administrative Agent (i) on any Business Day (to be received no later than 2:00 p.m.12:00 P.M., New York City time, three (3on such Business Day) Business Days prior thereto, in the case of Eurodollar ABR Loans or Swingline Loans, and (ii) one (1) Business Days’ irrevocable notice to the Administrative Agent (to be received no later than 2:00 p.m.11:00 A.M., New York City time, one (1on such Business Day) Business Day prior thereto, in the case of Base Rate LoansTerm Benchmark Loans or (iii) five (5) U.S. Government Securities Business Days’ irrevocable notice to the Administrative Agent (to be received no later than 11:00 A.M., which notice shall specify New York City time, on such Business Day) in the case of RFR Loans and specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate prepayment; provided that RFR Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Loan is Benchmark Loans prepaid on any day date other than the last day of the any Interest Period applicable thereto, with respect thereto shall be prepaid subject to the Borrower shall also pay any amounts owing pursuant to provisions of Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur5.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued . Accrued interest to such date on the amount prepaidof any Loans paid in full pursuant to this Section 5.5 shall be paid on the date of such prepayment. Accrued interest on the amount of any partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount equal to the lesser of (A) $1,000,000 or a whole multiple of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans thereof and (other than Swingline LoansB) shall be in an the aggregate unpaid principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofthe applicable Loans, as the case may be.

Optional Prepayments. (a) The Any Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice from the Borrowers’ Agent in the form attached hereto as Annex III (the “Notice of Prepayment”) delivered to the Administrative Agent (x) no later than 2:00 p.m., 1:00 p.m. (New York City time, ) at least three (3) Business Days prior thereto, to the proposed prepayment date in the case of Eurodollar Loans, and (y) no later than 2:00 p.m., 1:00 p.m. (New York City time, one (1) Business Day prior thereto, on the proposed prepayment date in the case of Base Rate Loans, and (z) not later than 1:00 p.m. (New York City time) on the proposed prepayment date in the case of Swing Line Loans, in each case, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Loans shall be prepaid and (z) whether the prepayment is of Base Rate Loans, Eurodollar Loans or Base Rate Loans and a combination thereof, and, if such payment is to be applied to prepay the Term Loansof a combination thereof, the manner in which such prepayment is amount allocable to be applied theretoeach; provided, provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrowers’ Agent revokes any notice of prepayment previously delivered pursuant to this Section 4.6 after the date/time specified above, such Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur4.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.14. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple thereof. If any Borrower shall make any prepayment of $50,000 a Swing Line Loan after 1:00 p.m. (New York City time) on the fifth Business Day following the making of such Swing Line Loan and the Swing Line Lender shall have requested from the Lenders Refunded Swing Line Loans in accordance with Section 2.5(a) on account of such Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Swing Line Loans of the Borrowers outstanding at such time, and second, to any outstanding Working Capital Facility Loans that are Base Rate Loans of such Borrower. If the amount of such prepayment is greater than the outstanding amount of such Swing Line Loans and such Working Capital Facility Loans that are Base Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess thereofto the applicable Borrower.

Optional Prepayments. (a) The Borrower may at any time and from time to time voluntarily prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 1:00 p.m., New York City timetime (or such later time as the Administrative Agent may agree in its sole discretion), three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 2:00 1:00 p.m., New York City timetime (or such later time as the Administrative Agent may agree in its sole discretion), one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing or events, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied), together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans pursuant to this Section 4.1 shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.1 shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Term Benchmark Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Term Benchmark Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples a whole multiple of $100,000 500,000 in excess thereof. Partial prepayments Notwithstanding the foregoing, any notice of Base Rate prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (other than Swingline Loansa) shall be applied to the prepayment in an full of the aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline and any accrued but unpaid interest with respect to the 364-Day Tranche Loans shall be in an before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 2-Year Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment plus, in the case of $100,000 or integral multiples any Term Benchmark Loans that are prepaid on any day other than the last day of $50,000 in excess thereofthe Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or subject, in respect of an optional prepayment of the Term Loans only, to a prepayment penalty (except as set forth in Section 4.1(d) below)of 1% on the amount prepaid prior to the second anniversary of the Closing Date and par thereafter, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent 2.16 on the occurrence date of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurprepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving DSRA L/C Loans that are Base Rate Loans and Swingline ABR Loans) accrued and unpaid interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and DSRA L/C Loans shall be in an aggregate principal amount of $500,000 or integral multiples a whole multiple of $100,000 in excess thereof. Partial prepayments thereof (or, in the event of Base Rate a prepayment in full of the Term Loans (other than Swingline or DSRA L/C Loans) shall be in , an aggregate amount equal to the outstanding principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline such Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofbeing prepaid).

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans which shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples a whole multiple of $100,000 500,000 in excess thereof. Partial prepayments Notwithstanding the foregoing, any notice of Base Rate prepayment delivered in connection with any refinancing of all of the Loans (and Commitments with the proceeds of such refinancing or of any other than Swingline Loans) shall incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in an aggregate principal amount of $250,000 or integral multiples of $100,000 connection with any such revocation, in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofthe event such contingency is not met.

Optional Prepayments. (a) The Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) belowotherwise provided herein), (x) upon irrevocable notice delivered to the Administrative Agent no (i)no later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and (ii) no later than 2:00 p.m.12:00 Noon, New York City time, one (1) Business Day prior thereto, thereto in the case of Base Rate Loans that are Term Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, and (y) at any time on any Business Day with no prior notice, in the manner in which such prepayment is to be applied theretocase of Revolving Credit Loans that are Base Rate 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 4.11; 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 contingent revoked by the Company (by written notice to the Administrative Agent on or prior to the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred specified effective date) if the refinancing or sale, transfer, lease or other Disposition of assets does such condition is not occursatisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice is revoked as contemplated above), together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples a whole multiple of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 500,000 in excess thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Designated Agent no later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.17. Upon receipt of any such notice the Administrative Designated Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans which shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples a whole multiple of $100,000 500,000 in excess thereof. Partial prepayments Notwithstanding the foregoing, any notice of Base Rate prepayment delivered in connection with any refinancing of all of the Loans (and Commitments with the proceeds of such refinancing or of any other than Swingline Loans) shall incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in an aggregate principal amount of $250,000 or integral multiples of $100,000 connection with any such revocation, in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofthe event such contingency is not met.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.12:00 Noon, New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the any Term Loans, the manner in which such prepayment is to be applied theretothereto (and if not specified such prepayment shall be applied to any Term Loans in direct order of maturity thereof); 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 4.113.11; provided, further, further that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.4:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.4:00 P.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, and no later than 1:00 P.M., New York City Time on the date of prepayment, in the case of Swingline Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans, or ABR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Swingline Loans, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.16. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) ), accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple thereof. Notwithstanding anything to the contrary contained in this Section 2.7, the Borrower shall not have the right to prepay any Competitive Loan without the prior consent of $50,000 in excess the Lender thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in required pursuant to Section 4.1(d) below2.19), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., 11:00 A.M. (local time in New York City time, City) three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Term SOFR Loans and no later than 2:00 p.m., 11:00 A.M. (local time in New York City time, City) one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurodollar Term Loans or Revolving Credit Loans and whether such prepayment is of Term SOFR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Term SOFR 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 4.112.18(h); provided, further, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be contingent revoked by the Borrower (by notice to the Administrative Agent on or prior to the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred specified effective date) if the refinancing or sale, transfer, lease or other Disposition of assets does such condition is not occursatisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower Company may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to the Administrative Agent (i) one (1) Business Day in advance (to be received no later than 2:00 p.m.3:00 P.M., New York City time, on such Business Day) in the case of ABR Loans, (ii) three (3) Business Days prior thereto, in the case of Eurodollar Loans, and advance (to be received no later than 2:00 p.m.3:00 P.M., New York City time, one (1on such Business Day) Business Day prior thereto, in the case of Base Rate LoansTerm Benchmark Loans or (iii) five (5) U.S. Government Securities Business Days in advance (to be received no later than 3:00 P.M., which notice shall specify New York City time, on such Business Day) in the case of RFR Loans and specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate prepayment; provided that RFR Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Loan is Benchmark Loans prepaid on any day date other than the last day of the any Interest Period applicable thereto, with respect thereto shall be prepaid subject to the Borrower shall also pay any amounts owing pursuant to provisions of Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur5.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the Company shall make such prepayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued . Accrued interest to such date on the amount prepaidof any Loans paid in full pursuant to this Section 5.5 shall be paid on the date of such prepayment. Accrued interest on the amount of any partial prepayment shall be paid on the Interest Payment Date next succeeding the date of such partial prepayment. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount equal to the lesser of (A) $1,000,000 or a whole multiple of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans thereof and (other than Swingline LoansB) shall be in an the aggregate unpaid principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofthe applicable Loans, as the case may be.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Revolving Loans or the Term Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.1:00 P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.1:00 P.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify (i) the date and amount of prepayment, (ii) whether the prepayment is of Revolving Loans or Term Loans and (iii) whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing or Disposition of Property), together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of (i) $500,000 1,000,000 or integral multiples a whole multiple of $100,000 in excess thereof. Partial thereof (in the case of prepayments of Base Rate Loans (other than Swingline ABR Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of Eurodollar Loans), and in each case shall be in an aggregate principal amount subject to the provisions of $250,000 or integral multiples of $100,000 in excess thereofSection 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 50,000 or integral multiples a whole multiple of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., 1:00 P.M. New York City time, three (3) two Business Days prior thereto, in the case of Eurodollar LIBO Rate Loans, and no later than 2:00 p.m.1:00 P.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify (i) the date and amount of prepayment and prepayment, (ii) whether the prepayment is of Eurodollar Revolving Loans or Term Loans and (iii) whether the prepayment is of LIBO Rate Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, provided that if a Eurodollar LIBO Rate 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided that such notice may be conditioned on receiving the proceeds of any refinancing), together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of (i) $500,000 1,000,000 or integral multiples a whole multiple of $100,000 in excess thereof. Partial thereof (in the case of prepayments of Base Rate Loans (other than Swingline Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of LIBO Rate Loans), and in each case shall be in an aggregate principal amount subject to the provisions of $250,000 or integral multiples of $100,000 in excess thereofSection 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 50,000 or integral multiples a whole multiple of $50,000 in excess thereof.

Optional Prepayments. The Company may on the last day of any Interest Period with respect thereto (a) The Borrower may or on any other day if the prepayment referred to herein is accompanied by all amounts payable by the Company pursuant to Section 2.17), in the case of Eurodollar Revolving Credit Loans, or at any time and from time to time time, in the case of ABR Loans, prepay the Revolving Credit Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to provided that the Company shall give the Administrative Agent no later than 2:00 p.m.irrevocable notice (which notice must be received by the Administrative Agent prior to (a) 12:00 Noon, New York City time, three (3) Business Days prior theretoto such prepayment, in the case of Eurodollar Loans, and no later than 2:00 p.m.Revolving Credit Loans or (b) 11:00 A.M., New York City time, one (1) Business Day prior theretoon the date of such prepayment, in the case of Base Rate ABR Loans, which notice shall specify ) specifying the date and amount of prepayment and whether the prepayment is of Eurodollar Revolving Credit Loans, ABR Loans or Base Rate Loans and a combination thereof, and, if such payment is to be applied to prepay the Term Loansa combination thereof, the manner in which such prepayment is amount allocable to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occureach. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments Notwithstanding anything to the contrary contained herein, the Company shall not prepay any Competitive Loan without the consent of Base Rate Loans the holder or holders thereof (other than Swingline Loans) shall which consent may be withheld in its or their sole discretion), except in connection with an aggregate principal amount acceleration of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofthe maturity thereof pursuant to Section 8.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth otherwise provided in Section 4.1(dclause (b) belowbelow or otherwise herein), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that (i) 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 4.11; provided, further, that such 2.21 and (ii) no prior notice may be contingent on is required for the occurrence prepayment of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurSwing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or such lesser amount or integral multiples of $100,000 to repay such Loan in excess thereoffull). Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple of $50,000 in excess thereofthereof (or such lesser amount or integral to repay such Loan in full).

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in required pursuant to Section 4.1(d) below2.18), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., 11:00 A.M. (local time in New York City time, City) three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Term SOFR Loans and no later than 2:00 p.m., 11:00 A.M. (local time in New York City time, City) one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurodollar Term Loans or Revolving Credit Loans and whether such prepayment is of Term SOFR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Term SOFR 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 4.112.18; provided, further, that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other transactions specified therein, in which case such notice may be contingent revoked by the Borrower (by notice to the Administrative Agent on or prior to the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred specified effective date) if the refinancing or sale, transfer, lease or other Disposition of assets does such condition is not occursatisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may Prior to May 15, 2040, the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loansany part of, the manner Notes (but if in which such prepayment is to be applied thereto; provided, that if part then in 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an minimum aggregate principal amount of $500,000 or integral multiples 100,000), at 100% of $100,000 in excess thereofthe principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. Partial prepayments On and after May 15, 2040, the Company may, at its option, upon notice as provided below, prepay at any time all the Notes, at 100% of Base Rate Loans the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, but without payment of the Make-Whole Amount. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 15 days and not more than 45 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (other than Swingline Loans) which shall be in an a Business Day), the aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall the Notes to be in an aggregate prepaid on such date, the principal amount of $100,000 or integral multiples each Note held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of $50,000 a Senior Financial Officer as to the estimated Make-Whole Amount, if any, due in excess thereofconnection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount, if any, as of the specified prepayment date.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable (provided that any such notice may be conditioned on the occurrence of a transaction and, if such condition is not satisfied on or prior to the date of such prepayment, may be revoked by the Borrower in a written notice to the Administrative Agent) notice delivered to the Administrative Agent no later than 2:00 p.m., New York City time, (a) at least three (3) Business Days prior thereto, in the case of Eurodollar LoansLIBOR Loans denominated in Dollars, and no later than 2:00 p.m., New York City time, (b) at least one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar LIBOR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar LIBOR 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Credit Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples a whole multiple of $100,000 1,000,000 in excess thereof. Partial Amounts to be applied in connection with prepayments of Base Rate Term Loans (other than Swingline Loans) made pursuant to this Section 2.11 shall be in an aggregate principal amount applied to remaining installments of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline the Term Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofas directed by the Borrower.

Optional Prepayments. (a) The A Borrower may at any time and from time prior to time 3:00 P.M., New York City time, on any Business Day (or in the case of prepayments of Borrowing Base A Loans, 4:00 P.M., New York City time, on any Business Day), prepay the LoansLoans made to it, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior theretoto the date of such prepayment, in the case of Eurodollar Loans, and no later than 2:00 p.m.1:00 P.M., New York City time, one (1) Business Day prior theretoon the date of such prepayment, in the case of Base Federal Funds Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Federal Funds Rate Loans and and, in the case of Loans to KECS, whether such prepayment is of Borrowing Base A Loans (in which case such notice shall also specify if such payment is to be applied to prepay the Term of Customer Loans, the manner in which such prepayment is to be applied theretoNon-Customer Loans, Firm Loans or combination thereof) or Borrowing Base B Loans; provided, provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) any Eurodollar Loan together with accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans shall be in an aggregate principal amount of $500,000 5,000,000 or integral multiples a whole multiple of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 5,000,000 or integral multiples a whole multiple of $50,000 1,000,000 in excess thereof.

Optional Prepayments. (a) The Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), which notice delivered to must be received by the Administrative Agent no later than 2:00 p.m., 1:00 p.m. (New York City time, ) three (3) Business Days prior theretoto the prepayment date, in the case of Eurodollar LoansEurocurrency Loans denominated in Dollars, Euros, Swiss Francs or Sterling or 1:00 p.m. (New York City time) four Business Days prior to the prepayment date, in the case of Eurocurrency Loans denominated in Yen or Australian Dollars, and no later than 2:00 p.m., 1:00 p.m. (New York City time, one (1) Business Day prior theretoon the prepayment date, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, provided that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 4.112.21; provided, further, that if such notice may of prepayment indicates that such prepayment is to be contingent on funded with the occurrence proceeds of a refinancing Refinancing of the Facilities or is conditioned upon the consummation of a saleany other transaction or event, transfer, lease or other Disposition such notice of assets and prepayment may be revoked or the termination date deferred if the refinancing or sale, transfer, lease such Refinancing or other Disposition transaction or event is not consummated and any Eurocurrency Loan denominated in Dollars that was the subject of assets does not occursuch notice shall be continued as an ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans, other than in connection with a repayment of all Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments , (y) in the case of Base Rate Eurocurrency Loans denominated in Dollars, $1,000,000 or a whole multiple of $500,000 in excess thereof and (other than Swingline Loansz) shall be in the case of Eurocurrency Loans denominated in an aggregate principal amount Alternative Currency, the Dollar Amount of $250,000 €1,000,000 or integral multiples a whole multiple of $100,000 the Dollar Amount of €500,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 500,000 in excess thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent (i) no later than 2:00 p.m.12:00 Noon, New York City time, three (3) U.S. Government Securities Business Days prior thereto, in the case of Eurodollar Term Benchmark Loans, and (ii) no later than 2:00 p.m.11:00 A.M., New York City time, five Business Days before the date of prepayment, in the case of an RFR Borrowing and (iii) no later than 12:00 Noon, New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Term Benchmark Loans, ABR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term applicable, RFR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Term Benchmark 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments The application of Base Rate Loans (other than Swingline Loans) any prepayment pursuant to this Section 2.10 shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline made first, to ABR Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofand second, to Term Benchmark Loans and, if applicable, RFR Loans.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d2.11(h)) below)or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.P.M., New York City time, (i) three (3) Business Days prior thereto, in the case of Eurodollar LoansLoans denominated in Dollars and (ii) four Business Days prior thereto in the case of Eurodollar Loans denominated in Alternative Currencies (other than Dollars), and no later than 2:00 p.m.P.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the installment or installments of the respective Classes of the Loans to be repaid and whether the prepayment is of Eurodollar Loans or Base Rate ABR Loans and if such payment is to be applied (it being understood that the Borrower may elect to prepay one Class of Term Loans without prepaying another); provided that in the Term Loanscase of Swingline Loans notice may be given no later than 2:00 P.M. New York City time on the date of prepayment; and provided, the manner in which such prepayment is to be applied thereto; providedfurther, 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar a Class of Term Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Base Rate Revolving Loans denominated in an Alternative Currency (other than Swingline LoansDollars) shall be in an aggregate principal amount of $250,000 or integral multiples the Alternative Currency Equivalent of $100,000 1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in excess Dollars shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may may, at its option, as provided in this Section 2.06, at any time and from time to time prepay the Loansany Borrowing, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to the Administrative Agent no Agent, by telephone (confirmed by telecopy) (i) in the case of prepayment of a LIBOR Borrowing, not later than 2:00 p.m.10:00 a.m., New York City time, three (3) Business Days prior thereto, before the date of prepayment or (ii) in the case of Eurodollar Loansprepayment of an ABR Revolving Borrowing, and no not later than 2:00 4:00 p.m., New York City time, one (1) Business Day prior theretobefore the date of prepayment. Each such notice shall be irrevocable (unless otherwise agreed to by the Administrative Agent) and shall specify the prepayment date and the Principal Amount of each Borrowing or portion thereof to be prepaid; provided that, if a notice of prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05, then such notice of prepayment may be revoked if such notice of termination is revoked in accordance with Section 2.05. Promptly following receipt of any such prepayment notice relating to a Revolving Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. All prepayments pursuant to this Section 2.06 shall include accrued interest on the amount prepaid to the date of prepayment and, in the case of Base Rate Loansprepayments of LIBOR Borrowings, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a 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 payable pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.16. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar The Loans shall also be subject to prepayment as provided in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofSection 2.05, Section 2.07 and Section 9.13.

Optional Prepayments. (a) The Borrower Subject to Sections 4.11 and 4.17, the Borrowers may at any time and from time to time prepay the LoansLoans under any Facility, as elected by the applicable Borrower(s) (other than BA Loans but subject to Section 3.2(c)(xi)), in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered by Cedar Fair LP to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans and Canadian Prime Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Loans, Base Rate Loans or Canadian Prime Rate Loans (and if under which Facility such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied theretoLoans are being prepaid); provided, provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower applicable Borrower(s) shall also pay any amounts owing pursuant to Section 4.11; provided, provided further, that no Extended Term Loans of any Extension Series shall be prepaid prior to the date on which all Term Loans of the Existing Term Loan Facility from which such notice may be contingent on the occurrence Extended Term Loans were converted unless such prepayment of Extended Term Loans is accompanied by a refinancing or the consummation pro rata prepayment of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurTerm Loans under such Existing Term Loan Facility. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans, Canadian Prime Rate Loans, BA Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess C$1,000,000 or a whole multiple thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or integral multiples C$100,000 or a whole multiple thereof. Any prepayment of $50,000 Loans under any Facility pursuant to this Section 4.1 shall be applied on a pro rata basis to the Loans of each Lender under such Facility. Unless otherwise directed by the applicable Borrower, any such prepayment shall be applied in excess thereofdirect order of maturity of scheduled repayments of such Facility.

Optional Prepayments. (a) The Borrower may shall have the right at any time and from time to time to prepay the Loans, any Borrowing in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to the Administrative Agent no by telephone (confirmed by telecopy, electronic transmission or other writing approved by the Administrative Agent) of such prepayment (i) in the case of prepayment of a Eurodollar Borrowing, not later than 2:00 p.m.11:00 a.m., New York City time, three (3) Business Days prior thereto, before the date of prepayment or (ii) in the case of Eurodollar Loansprepayment of an ABR Borrowing, and no not later than 2:00 p.m.11:00 a.m., New York City time, one (1) Business Day prior thereto, in on the case date of Base Rate Loans, which prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of prepayment and whether the prepayment is of Eurodollar Loans each Borrowing or Base Rate Loans and if such payment is portion thereof to be applied to prepay prepaid; provided that a notice of prepayment delivered by the Term LoansBorrower may state that such notice is conditioned upon the effectiveness of other credit facilities or other events, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that case such notice may be contingent revoked by the Borrower (by notice to the Administrative Agent on or prior to the occurrence of a refinancing specified effective date) if such condition is not satisfied or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets event does not occur. Upon Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders of the contents thereof. If Each partial prepayment of any such notice is given, the amount specified in such notice Borrowing shall be due and payable on the date specified therein, together with (except in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Each prepayment of a Revolving Borrowing shall be applied ratably to the Revolving Loans that are Base Rate Loans and Swingline Loans) included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofextent required by Section 2.10 and, if applicable, amounts owed pursuant to Section 2.13, if any.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in subject to Section 4.1(d) below2.10(b)), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.(i) 12:00 Noon, New York City time, three (3) U.S. Government Securities Business Days prior thereto, in the case of Eurodollar Term Benchmark Loans, and (ii) no later than 2:00 p.m.11:00 A.M., New York City time, five Business Days before the date of prepayment, in the case of an RFR Borrowing and (iii) no later than 12:00 Noon, New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Term Benchmark Loans or Base Rate ABR Loans and or if such payment is to be applied to prepay the Term applicable, RFR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Term Benchmark 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial All optional prepayments of Base Rate Term Loans (other than Swingline Loans) in accordance with this Section 2.10 shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofapplied as directed by the Borrower.

Optional Prepayments. (a) The Each Borrower may at any time and from time to time prepay the LoansRevolving Credit Loans made or allocated to it, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice in the form attached hereto as Annex III (the “Notice of Prepayment”) delivered to the Administrative Agent (x) no later than 2:00 p.m., 12:00 p.m. (New York City time, ) at least three (3) Business Days prior thereto, to the proposed prepayment date in the case of Eurodollar Loans, Loans and (y) no later than 2:00 p.m., 12:00 p.m. (New York City time, one (1) Business Day prior thereto, on the same day as the proposed prepayment date in the case of Revolving Credit Loans that are Base Rate Loans, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Revolving Credit Loans shall be prepaid and (z) whether the prepayment is of Base Rate Loans, Eurodollar Loans or Base Rate Loans and a combination thereof, and, if such payment is to be applied to prepay the Term Loansof a combination thereof, the manner in which such prepayment is amount allocable to be applied theretoeach; providedprovided that, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrowers’ Agent on behalf of such Borrower revokes any notice of prepayment previously delivered pursuant to this Section 4.6, such Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur4.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.14. Partial prepayments of Eurodollar Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $500,000 2,500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Subject to Section 2.01(c) and Section 2.12(b), the Borrower may shall have the right at any time and from time to time to prepay the Loansany Borrowing or payment due under Section 2.11(b), in whole or in part, without premium upon prior written or penalty telecopy notice (except as set forth in Section 4.1(dor telephone notice promptly confirmed by written or telecopy notice) below), upon irrevocable notice delivered to the Administrative Agent no (i) in the case of any prepayment of amounts payable under Section 2.11(b), not later than 2:00 p.m.11:00 a.m., New York City time, three (3) Business Days prior theretoin advance of the proposed prepayment, (ii) in the case of any prepayment of Eurodollar Revolving Loans, and no not later than 2:00 p.m.11:00 a.m., New York City time, one three Business Days in advance of the proposed prepayment and (1iii) Business Day prior thereto, in the case of Base Rate any prepayment of ABR Revolving Loans, which notice not later than 11:00 a.m., New York City time, on the Business Day of the proposed prepayment; provided, however, that (A) the Borrower simultaneously reduce Facility B pro rata, such that the prepayments made pursuant to this Section 2.12(a) and Section 2.12(a) of the Working Capital and Acquisition Facility Credit Agreement shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied theretoequal dollar amounts; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, (i) the Borrower shall also pay any amounts owing pursuant may, at its option, elect the aggregate amount of such prepayments to Section 4.11; be applied, first, to this Facility and, second, to Facility B, provided, further, that in no event shall such notice may be contingent on reduction or prepayment reduce the occurrence of a refinancing aggregate outstanding Indebtedness under this Facility to an amount less than $2,000,000 or the consummation aggregate outstanding Indebtedness under Facility B to an amount less than $500,000 at any time, in either case unless the Facility Obligations are simultaneously paid in full in cash and the Commitments are terminated in full, (B) each partial prepayment of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. 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 ABR Loans shall be due in a minimum aggregate amount of $100,000 under each of Facility B and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans this Facility and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments each partial prepayment of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or which is an integral multiples multiple of $100,000 under each of Facility B and this Facility and not less than $500,000 under each of Facility B and this Facility, (C) in excess thereof. Partial prepayments the event that the Borrower prepays the lenders under Facility B with respect to the term loans thereunder, in whole, the Borrower shall simultaneously prepay in whole the Term Loans under this Facility and (D) a partial prepayment of Base Rate Loans (other than Swingline Loansa Eurodollar Borrowing under this Section 2.12(a) shall not be made that would result in an the remaining aggregate outstanding principal amount thereof under each of Facility B and this Facility being less than $250,000 500,000. Each notice of prepayment of any Borrowing or integral multiples payment due under Section 2.11(b) shall specify the prepayment date, the Class, the Type and the Interest Period of $100,000 the Borrowing to be prepaid (in excess thereof. Partial prepayments the case of Swingline Loans a Eurodollar Borrowing), and the principal amount thereof to be prepaid, shall be in an aggregate principal irrevocable and shall commit the Borrower to prepay such Borrowing or payment by the amount of $100,000 or integral multiples of $50,000 in excess thereofstated therein on the date stated therein.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loansany Borrowing, in whole or in partpart without, without premium or penalty (except as set forth in Section 4.1(d2.8(c) below), upon irrevocable written notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 a.m. (New York City time) not less than three Business Days prior thereto (or such shorter period as the Administrative Agent may agree in its sole discretion), in the case of Eurocurrency RateSOFR Loans, and no later than 12:00 noon, New York City time, three (3) Business Days prior thereto, in on the case date of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior theretosuch notice, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loansprepaid; provided that, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Eurocurrency RateSOFR 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 4.11; provided, further, that 3.5. Each such notice may be contingent conditioned on the occurrence of a refinancing one or more events (it being understood that the consummation Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated to be prepaid by such notice are to be prepaid on the date indicated in such notice unless the Administrative Agent shall have received written notice (including e-mail) revoking, or extending the time for, such notice of a sale, transfer, lease prepayment on or other Disposition prior to the date of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occursuch prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven and not revoked or extended on or prior to the date of prepayment indicated in such notice, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to but excluding such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in otherwise provided herein, including Section 4.1(d) below2.3(e)), upon irrevocable notice delivered to the Administrative Agent Agent, no later than 2:00 p.m.12:00 noon, New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 2:00 p.m., New York City time, at least one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Revolving Credit Loans or Term Loans and whether of Eurodollar Loans or Base Rate Loans and Loans; providedthat such notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing, any public offering or any merger, acquisition or divestiture, in which case such notice may be revoked by notice to the Administrative Agent on or prior to the specified effective date if such payment condition is not satisfied (it being understood and agreed that the foregoing shall not impair or otherwise limit or reduce the Borrower’s obligation to be applied indemnify and hold harmless Lenders pursuant to prepay the Term Loans, the manner Section 2.19(b)in connection with any such default in which such making any prepayment as specified in a notice of borrowing that is to be applied theretolater revoked); provided, further, 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.19. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.that are Revolving Credit

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Revolving Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) belowsubject to Eurodollar breakage fees, if applicable), upon irrevocable (subject to the second proviso below) notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three one Business Day prior thereto (3) Business Days prior theretoor such shorter period as may be agreed to by the Administrative Agent in writing), in the case of Eurodollar Loans, and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior theretotime on the date of such prepayment, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, 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 4.112.15; provided, further, that that, such notice may be contingent on conditioned upon the occurrence of a refinancing one or the consummation of a salemore events specified therein, transfer, lease or other Disposition of assets and in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the termination date deferred specified effective date) if the refinancing such condition is not, or saleis not expected to be, transfer, lease or other Disposition of assets does not occursatisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans shall be in an aggregate minimum principal amount amounts of (i) in the case of Eurodollar Loans, $500,000 or 1,000,000 and in integral multiples of $100,000 and (ii) in excess thereof. Partial prepayments NAI-1513061749v11 26 the case of Base Rate Loans (other than Swingline ABR Loans) shall be in an aggregate principal amount of , $250,000 or integral multiples of $100,000 and in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof(or, if less, the outstanding principal amount of the Revolving Loans).

Optional Prepayments. (a) The Borrower Subject to Sections 4.11 and 4.17, the Borrowers may at any time and from time to time prepay the LoansLoans under any Facility, as elected by the applicable Borrower(s), in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered by Cedar Fair LP to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans,Term SOFR Rate Loans, two Business Days prior thereto, in the case of CDOR Rate Loans and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans and, Canadian Prime Rate Loans or RFR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or EurodollarTerm SOFR Rate Loans, BACDOR Rate Loans, Base Rate Loans or, Canadian Prime Rate Loans or RFR Loan (and if under which Facility such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied theretoLoans are being prepaid); provided, provided that if a Eurodollar EurodollarTerm SOFR Rate Loan or BACDOR Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower applicable Borrower(s) shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline or, Canadian Prime Rate Loans or RFR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess C$1,000,000 or a whole multiple thereof. Partial prepayments Any prepayment of Base Rate Loans (other than Swingline Loans) under any Facility pursuant to this Section 4.1 shall be in an aggregate principal amount applied on a pro rata basis to the Loans of $250,000 or integral multiples of $100,000 in excess thereofeach Lender under such Facility. Partial prepayments of Swingline Loans Unless otherwise directed by the applicable Borrower, any such prepayment shall be applied in an aggregate principal amount direct order of $100,000 or integral multiples maturity of $50,000 in excess thereofscheduled repayments of such Facility.

Optional Prepayments. (a) The Borrower i)The Borrowers may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), which notice must be received by the Administrative Agent (i) no later than 2:00 p.m., 1:00 p.m. (New York City time, ) three (3) Business Days prior theretoto the prepayment date, in the case of Eurodollar Term SOFR Loans, and Eurocurrency Loans denominated in Euros or Sterling Daily Rate Loans, (ii) no later than 2:00 p.m., 1:00 p.m. (New York City time, one (1) four Business Day Days prior theretoto the prepayment date, in the case of Base Rate LoansEurocurrency Loans denominated in Australian Dollars, which notice shall specify the date and amount of prepayment and whether (iii) no later than 1:00 p.m. (New York City time) on the prepayment is date, in the case of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, provided that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 4.112.21; provided, further, that if such notice may of prepayment indicates that such prepayment is to be contingent on funded with the occurrence proceeds of a refinancing Refinancing of the Facilities or is conditioned upon the consummation of a saleany other transaction or event, transfer, lease or other Disposition such notice of assets and prepayment may be revoked or the termination date deferred if the refinancing or sale, transfer, lease such Refinancing or other Disposition transaction or event is not consummated and any Term SOFR Loan that was the subject of assets does not occursuch notice shall be continued as an ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans, other than in connection with a repayment of all Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments , (y) in the case of Base Rate Loans (other than Swingline Term SOFR Loans) shall be in an aggregate principal amount , $1,000,000 or a whole multiple of $500,000 in excess thereof and (z) in the case of (1) Eurocurrency Loans denominated in Euro, €1,000,000 or a whole multiple of €500,000 in excess thereof, (2) Sterling Daily Rate Loans, £500,000 or a whole multiple of £250,000 in excess thereof or integral multiples (3) Eurocurrency Loans denominated in Australian Dollars, A$1,000,000 or a whole multiple of $100,000 A$500,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 500,000 in excess thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loansany Borrowing, in whole or in partpart without, without premium or penalty (except as set forth in Section 4.1(d2.8(c) below), upon irrevocable written notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 a.m. (New 34 York City time) not less than three Business Days prior thereto (or such shorter period as the Administrative Agent may agree in its sole discretion), in the case of Eurocurrency Rate Loans, and no later than 12:00 noon, New York City time, three (3) Business Days prior thereto, in on the case date of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior theretosuch notice, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loansprepaid; provided that, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Eurocurrency Rate 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 4.11; provided, further, that 3.5. Each such notice may be contingent conditioned on the occurrence of a refinancing one or more events (it being understood that the consummation Administrative Agent and Lenders shall be entitled to assume that the Loans contemplated to be prepaid by such notice are to be prepaid on the date indicated in such notice unless the Administrative Agent shall have received written notice (including e-mail) revoking, or extending the time for, such notice of a sale, transfer, lease prepayment on or other Disposition prior to the date of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occursuch prepayment). Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givengiven and not revoked or extended on or prior to the date of prepayment indicated in such notice, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to but excluding such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Either Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no not later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 2:00 p.m., New York City time, at least one (1) Business Day prior thereto, thereto in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) accrued interest to such date on the amount prepaid. The relevant Borrower may apply prepayments to the Revolving Loans, the Tranche A Term Loans or the Tranche B Term Loans, and to the remaining installments of the Tranche A Term Loans and the Tranche B Term Loans, as such Borrower determines. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 500,000 or integral multiples a whole multiple thereof. Competitive Bid Loans may not be prepaid except with the consent of $50,000 in excess thereofeach relevant Competitive Lender.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)for the Prepayment Fee, upon irrevocable revocable notice delivered to the Administrative Agent no later than 2:00 p.m., New York City time, at least three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied theretoprepayment; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaidprepaid and any Prepayment Fee, provided, however, that if the Borrower shall notify the Administrative Agent on or prior to 4:00 p.m., New York City time, on the date specified for the prepayment that the Borrower has revoked its election to prepay, the Borrower shall not be required to make such prepayment, provided, further, that if such notice is delivered to the Administrative Agent less than three Business Days prior to the date specified for prepayment, the Borrower shall pay to the Administrative Agent on demand any amounts payable under Section 2.15. For the avoidance of doubt if, after the expiration of the Prime Rate Period, such notice is delivered to the Administrative Agent less than three Business Days prior to the date specified for prepayment, “LIBOR” for such amount not prepaid for the remaining portion of the Interest Period commencing on the date of scheduled prepayment shall be the amount the Administrative Agent shall reasonably determine, in consultation with the Lenders, as the rate which compensates the Lenders for their cost of funding for such period. Partial prepayments of Eurodollar Tranche A Term Loans and Revolving Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.12:00 Noon, New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; 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 4.112.20. Each notice delivered by the Borrower pursuant to this Section 2.10 such notice shall be due and payable on the date specified shall be irrevocable; provided, further, that such notice may be contingent on state that it is conditioned upon the occurrence of a refinancing one or the consummation of a salemore events specified therein, transfer, lease or other Disposition of assets and which such notice may be revoked or by the termination date deferred Borrower (by notice to the Administrative Agent no later than 10:00 A.M., New York City time, on the specified effective date) if the refinancing or sale, transfer, lease or other Disposition of assets does such condition is not occursatisfied. 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 thereinherein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans shall be in an aggregate principal amount of $500,000 or integral multiples of 1,000,000 (or, if the Term Loans then outstanding are less than $100,000 1,000,000, such lesser amount). Amounts to be applied in excess thereof. Partial connection with prepayments of Base Rate Loans (other than Swingline Loans) and Commitment reductions made pursuant to this Section 2.10 shall be applied, in an aggregate principal amount the case of $250,000 or integral multiples Term Loans, to the prepayment of $100,000 the Term Loans in excess thereof. Partial prepayments accordance with Section 2.17(b) and as directed by the Borrower (or, absent such direction, in direct order of Swingline Loans shall be maturity) and, in an aggregate principal amount the case of $100,000 or integral multiples of $50,000 in excess thereofCommitment reductions, to reduce permanently the Revolving Commitments.

Optional Prepayments. (a) The Borrower may may, upon written notice to the Administrative Agent, at any time and from time to time time, voluntarily prepay the Loans, Loans in whole or in part, without premium or penalty whole; provided that (except as set forth in Section 4.1(di) below), upon irrevocable such notice delivered to must be received by the Administrative Agent no not later than 2:00 p.m., 1:00 p.m. (New York City time, ) (A) three (3) Government Securities Business Days prior to any date of prepayment of a SOFR Borrowing and (B) three (3) Business Days prior thereto, to the date of prepayment of an ABR Borrowing and (ii) each prepayment shall be in a principal amount equal to the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of prepayment such prepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoamount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that make such notice may be contingent on prepayment and the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein; provided that such notice may state on its face that such notice of prepayment is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of Indebtedness or Equity Interests or the occurrence of any other transaction, together with in which case such notice may be revoked by the Borrower (except in by notice to the case of Revolving Loans that are Base Rate Loans and Swingline LoansAdministrative Agent on or prior to the specified effective date) accrued interest to if such date on condition is not satisfied, or such condition may be waived by the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofBorrower.

Optional Prepayments. (a) The Subject to Section 4.04, the Borrower may may, at any time and or from time to time prepay the Loanstime, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to the Administrative Agent no not later than 2:00 p.m., New York City time, 9:00 a.m. San Francisco time at least three (3) Business Days prior theretoto its effective date by irrevocable notice to the Administrative Agent, in the case of Eurodollar Rate Loans, and no not later than 2:00 p.m., New York City time, 9:00 a.m. San Francisco time at least one (1) Business Day prior theretoto its effective date by irrevocable notice to the Administrative Agent, in the case of Base Rate Loans, which ratably prepay the Loans in whole or in part, in minimum amounts of $3,000,000 or any multiple of $1,000,000 in excess thereof, for Eurodollar Rate Loans, and in minimum amounts of $1,000,000 or any multiple of $100,000 in excess thereof, for Base Rate Loans. Any such notice of prepayment shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar the Loans or to be prepaid. Prepayments of Base Rate Loans and if such payment is to may be applied to prepay made hereunder on any Business Day. Prepayments of Eurodollar Rate Loans may be made hereunder only on the Term Loans, the manner in which such prepayment is to be applied theretolast day of any applicable Interest Period; provided, that if prepayments of Eurodollar Rate Loans may be made on a Eurodollar Loan is prepaid on any day other than the last day of the applicable Interest Period applicable thereto, only with payment by the Borrower shall also pay of the aggregate amount of any amounts owing associated funding losses of any affected Banks pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence 3.04. The Administrative Agent will promptly notify each Bank of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon its receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofnotice, and of such Bank's Pro Rata Share of such prepayment. If any such notice is givengiven 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, together with (except together, in the case of Revolving Loans that are Base a Eurodollar Rate Loans and Swingline Loans) Loan, with accrued interest to each such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofprepaid and any amounts required pursuant to Section 3.04.

Optional Prepayments. (a) The Borrower or any Foreign Subsidiary Borrower may at any time and from time to time prepay the Loans (other than Multicurrency Revolving Loans), in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar SOFR Loans, Eurocurrency Rate Loans, Term RFR Loans or CDOR Rate Loans, and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate other Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar SOFR Loans, Eurocurrency Rate Loans, CDOR Rate Loans, Daily Simple RFR Loans, Term RFR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, provided that if a Eurodollar SOFR Loan, Eurocurrency Rate Loan, CDOR Rate Loan or Term RFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or the applicable Foreign Subsidiary Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.17. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date of prepayment on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans shall be in an aggregate a minimum principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate a minimum principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in but including breakage costs, if any, pursuant to Section 4.1(d) below2.21), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that (i) 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 4.11; provided, further, that such 2.21 and (ii) no prior notice may be contingent on is required for the occurrence prepayment of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurSwing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable written notice (the “Notice of Prepayment”) delivered to the Administrative Agent (a) no later than 2:00 p.m., 11:00 a.m. (New York City time, three ) at least two (32) Business Days prior thereto, to the proposed prepayment date in the case of Eurodollar Loans, Eurocurrency Loans and (b) no later than 2:00 p.m., 11:00 a.m. (New York City time, one (1) Business Day prior thereto, on the proposed prepayment date in the case of Base Rate Loans, in each case, which notice shall specify (i) the date and amount of prepayment prepayment, (ii) which Loans shall be prepaid and (iii) whether the prepayment is of Eurodollar Loans or Base Rate Loans and or Eurocurrency Loans or a combination thereof, and, if such payment is to be applied to prepay the Term Loansa combination thereof, the manner in which such prepayment is amount allocable to be applied theretoeach; provided, that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower revokes any Notice of Prepayment previously delivered pursuant to this Section 3.5 or the Borrower makes an optional prepayment of such Loan on the last day of its Interest Period but failed to deliver a Notice of Prepayment at least two (2) Business Days prior to the end of such Interest Period, the Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur3.13. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant applicable Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 3.13. Partial prepayments pursuant to this Table of Eurodollar Loans Contents Section 3.5 shall be in an aggregate principal amount of (x) $5,000,000 or a whole multiple of $500,000 in excess thereof in the case of Eurocurrency Loans and (y) $5,000,000 or integral multiples a whole multiple of $100,000 500,000 in excess thereof. Partial prepayments thereof in the case of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.P.M., New York City time, three (3) Business Days prior theretoto the prepayment date, in the case of Eurodollar Loans, and no later than 2:00 p.m.12:00 Noon, New York City time, one (1) Business Day prior theretoon the prepayment date, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, 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 4.112.20; and provided, further, that if such notice may of prepayment indicates that such prepayment is to be contingent on funded with the occurrence proceeds of a refinancing or Refinancing of the consummation Facilities, such notice of a sale, transfer, lease or other Disposition of assets and prepayment may be revoked or if such Refinancing is not consummated and any Eurodollar Loan that was the termination date deferred if the refinancing or sale, transfer, lease or other Disposition subject of assets does not occursuch notice shall be continued as an ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans, other than in connection with a repayment of all Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $500,000 or integral multiples a whole multiple of $100,000 in excess thereof. Partial prepayments thereof and (y) in the case of Base Rate Loans (other than Swingline Eurodollar Loans) shall be in an aggregate principal amount of , $250,000 1,000,000 or integral multiples a whole multiple of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple of $50,000 10,000 in excess thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time time, prepay the Term Loans denominated in Dollars, Dollar Revolving Credit Loans or Dollar Swing Line Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) belowotherwise provided herein), upon irrevocable written notice delivered to the Administrative Agent no Agent, not later than 2:00 p.m.12:00 noon, New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Eurocurrency Loans and no later than 2:00 p.m., New York City time, at least one (1) Business Day prior thereto, thereto in the case of Base Rate LoansLoans (or, in each case, such shorter period as is acceptable to the Administrative Agent), which notice shall specify the date and amount of prepayment such prepayment, and whether the such prepayment is of Eurodollar Tranche B Term Dollar Loans, Tranche B Term Euro Loans, Tranche C Term U.S. Dollar Loans, Tranche C Term Australian Dollar Loans, Dollar Revolving Credit Loans or Dollar Swing Line Loans, and whether such prepayment is of Eurocurrency Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans; provided that, the manner in which such prepayment is to be applied thereto; provided, that (i) if a Eurodollar Eurocurrency 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 4.11; provided, further, that such 2.21 and (ii) same day notice may be contingent on the occurrence is required for prepayment of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurDollar Swing Line Loans. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Dollar Revolving Credit Loans that are Base Rate Loans and Swingline Dollar Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments Each partial prepayment of Eurodollar Loans any Dollar Revolving Credit Loan shall be in an aggregate principal amount that would be permitted in the case of $500,000 or integral multiples an advance of $100,000 a Dollar Revolving Credit Loan of the same Type as provided in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofSection 2.5.

Optional Prepayments. (ai) The Borrower may Borrowers may, upon notice to the Administrative Agent by the Parent Borrower, at any time and or from time to time voluntarily prepay the Loans, any Borrowing of any Class in whole or in part, part without premium or penalty (except as set forth in Section 4.1(d2.05(a)(iv)); provided that (1) below), upon irrevocable such notice delivered to must be received by the Administrative Agent no not later than 2:00 p.m.(A) 11:00 a.m., New York City time, three (3) Business Days prior thereto, in the case to any date of Eurodollar Loans, prepayment of Term SOFR Loans or Alternative Revolver Currency Loans and no later than 2:00 (B) 1:00 p.m., New York City time, one (1) Business Day prior thereto, in to the case date of prepayment of Base Rate Loans, which (2) any prepayment of Term SOFR Loans or Alternative Revolver Currency Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurprepaid. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Appropriate Lender thereofof its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If any such notice is givengiven by the 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. Any prepayment of a Term SOFR Loan or an Alternative Revolver Currency Loan shall be accompanied by all accrued interest thereon, together with (except in any additional amounts required pursuant to Section 3.04. Each prepayment of the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest pursuant to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loansthis Section 2.05(a) shall be in an aggregate principal amount applied to the installments thereof as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans such prepayment, such prepayment shall be applied against the scheduled repayments, if applicable, of Term Loans of the relevant Class under Section 2.07 in an aggregate principal amount direct order of $100,000 or integral multiples of $50,000 maturity) and shall be paid to the Appropriate Lenders in excess thereofaccordance with their respective Applicable Percentages.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d2.11(h)) below)or penalty, upon irrevocable notice delivered to the applicable Administrative Agent no later than 2:00 p.m.P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.12:00 noon, New York City time, one (1) Business Day prior theretoto the date of prepayment, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the installment or installments of the respective Classes of the Loans to be repaid and whether the prepayment is of Eurodollar Loans or Base Rate ABR Loans and if such payment is to be applied (it being understood that the Borrower may elect to prepay one Class of Term Loans without prepaying another); provided that in the Term Loanscase of Swingline Loans notice may be given no later than 2:00 P.M. New York City time on the date of prepayment; and provided, the manner in which such prepayment is to be applied thereto; providedfurther, 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.20. Upon receipt of any such notice notice, the applicable Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar a Class of Term Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Base Rate Revolving Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 1,000,000 or integral multiples a whole multiple of $100,000 500,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple thereof. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of $50,000 optional prepayment if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing is not consummated or otherwise is delayed. Voluntary prepayments of any Class of Term Loans shall be applied to the remaining scheduled installments of principal thereof (or to any anticipated mandatory prepayments under Section 2.11 specified in excess thereofwriting by the Borrower) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment, and the Borrower may elect to apply voluntary prepayments of Term Loans to one or more Class or Classes of Term Loans selected by the Borrower. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans or Permitted Incremental Equivalent Debt, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity, on a pro rata basis among the Classes of Term Loans.

Optional Prepayments. (a) The Any Borrower may at any time and from time to time prepay the LoansLoans made to it, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice by the Borrowers’ Agent in the form attached hereto as Annex III (the “Notice of Prepayment”) delivered to the Administrative Agent (x) no later than 2:00 p.m., 1:00 p.m. (New York City time, ) at least three (3) Business Days prior thereto, to the proposed prepayment date in the case of Eurodollar Loans, and (y) no later than 2:00 p.m., 1:00 p.m. (New York City time, one (1) Business Day prior thereto, on the proposed prepayment date in the case of Base Rate Loans, and (z) not later than 1:00 p.m. (New York City time) on the proposed prepayment date in the case of Swing Line Loans, in each case, which notice shall specify (x) the date and amount of prepayment prepayment, (y) which Loans shall be prepaid and (z) whether the prepayment is of Base Rate Loans, Eurodollar Loans or Base Rate Loans and a combination thereof, and, if such payment is to be applied to prepay the Term Loansof a combination thereof, the manner in which such prepayment is amount allocable to be applied theretoeach; provided, provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrowers’ Agent revokes any notice of prepayment previously delivered pursuant to this Section 4.6 after the date/time specified above, such Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur4.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest any amounts payable pursuant to such date on the amount prepaidSection 4.14. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.6 shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple thereof. If any Borrower shall make any prepayment of $50,000 a Swing Line Loan after 1:00 p.m. (New York City time) on the fifth Business Day following the making of such Swing Line Loan and the Swing Line Lender shall have requested from the Lenders Refunded Swing Line Loans in accordance with Section 2.6(a) on account of such Swing Line Loan, the Administrative Agent shall apply such prepayment in the following order: first, to any other Swing Line Loans outstanding at such time, second, to any outstanding Daylight Overdraft Loans, and third, to any outstanding Working Capital Facility Loans that are Base Rate Loans of such Borrower. If the amount of such prepayment is greater than the outstanding amount of such Swing Line Loans, Daylight Overdraft Loans and such Working Capital Facility Loans that are Base Rate Loans at the time such prepayment is made, the Administrative Agent shall promptly remit the excess thereofto the applicable Borrower.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the LoansLoans of any Class, in whole or in part, without premium or penalty penalty, upon notice in such form as may be approved by the Administrative Agent (except including any form on an electronic platform or electronic transmission system as set forth in Section 4.1(d) belowshall be approved by the Administrative Agent), upon irrevocable notice appropriately completed and signed by a Responsible Officer, delivered to the Administrative Agent no later than 2:00 p.m.1:00 P.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 2:00 p.m.1:00 P.M., New York City time, at least one (1) Business Day prior thereto, thereto in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the Class of Loans being prepaid and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate and Revolving Loans (other than Swingline Loanspursuant to this Section 2.8(a) shall be in an aggregate principal amount of $250,000 5,000,000 or integral multiples a whole multiple of $100,000 1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 500,000 in excess thereof.. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class pursuant to this Section

Optional Prepayments. (a) The Borrower may at shall have no right to prepay any time and from time to time prepay the Loans, principal amount of any Revolving Credit Advance other than as provided in whole or in part, without premium or penalty (except as set forth in this Section 4.1(d) below)2.10. The Borrower may, upon irrevocable notice delivered given to the Administrative Agent no later than 2:00 p.m., before 11:00 A.M. (New York City time, three (3) Business Days prior thereto, in on the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) first Business Day prior thereto, to the date of prepayment in the case of Base Rate Loans, which Advances or upon at least three Business Days’ notice shall specify to the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Eurodollar Rate Advances, in each case stating the proposed date (which shall be a Business Day) and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Revolving Loans that are Base Rate Loans and Swingline Loans) Credit Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such date prepayment on the principal amount prepaid. Partial prepayments of Eurodollar Loans ; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount not less than $10,000,000 in the case of Eurodollar Rate Advances and $500,000 or 5,000,000 in the case of Base Rate Advances and in integral multiples of $100,000 1,000,000, and after giving effect thereto no Borrowing then outstanding shall have a principal amount of less than $5,000,000; and (y) in excess thereofthe case of any such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to reimburse the Banks in respect thereof pursuant to Section 8.04(b). Partial prepayments The Borrower may, upon notice given to the Swingline Bank before 1:00 P.M. (New York City time) on the date of Base Rate Loans prepayment stating the proposed date (other than which shall be a Business Day) and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding principal amounts of the Swingline Loans) Advances in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that each partial prepayment shall be in an aggregate principal amount of not less than $250,000 or 1,000,000 and in integral multiples of $100,000 1,000,000. If a notice of prepayment is given pursuant to this Section 2.10 in excess thereof. Partial prepayments connection with a conditional notice of Swingline Loans termination of the Commitments as contemplated by Section 2.05, such notice of prepayment may be revoked (and no prepayment shall be required pursuant thereto) if such notice of termination is revoked in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofaccordance with Section 2.05.

Optional Prepayments. (a) The Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), which notice must be received by the Administrative Agent (i) no later than 2:00 p.m., 1:00 p.m. (New York City time, ) three (3) Business Days prior theretoto the prepayment date, in the case of Eurodollar Term SOFR Loans, and Eurocurrency Loans denominated in Euros or Sterling Daily Rate Loans, (ii) no later than 2:00 p.m., 1:00 p.m. (New York City time, one (1) four Business Day Days prior theretoto the prepayment date, in the case of Base Rate LoansEurocurrency Loans denominated in Australian Dollars, which notice shall specify the date and amount of prepayment and whether (iii) no later than 1:00 p.m. (New York City time) on the prepayment is date, in the case of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, provided that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 4.112.21; provided, further, that if such notice may of prepayment indicates that such prepayment is to be contingent on funded with the occurrence proceeds of a refinancing Refinancing of the Facilities or is conditioned upon the consummation of a saleany other transaction or event, transfer, lease or other Disposition such notice of assets and prepayment may be revoked or the termination date deferred if the refinancing or sale, transfer, lease such Refinancing or other Disposition transaction or event is not consummated and any Term SOFR Loan that was the subject of assets does not occursuch notice shall be continued as an ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans, other than in connection with a repayment of all Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments , (y) in the case of Base Rate Loans (other than Swingline Term SOFR Loans) shall be in an aggregate principal amount , $1,000,000 or a whole multiple of $500,000 in excess thereof and (z) in the case of (1) Eurocurrency Loans denominated in Euro, €1,000,000 or a whole multiple of €500,000 in excess thereof, (2) Sterling Daily Rate Loans, £500,000 or a whole multiple of £250,000 in excess thereof or integral multiples (3) Eurocurrency Loans denominated in Australian Dollars, A$1,000,000 or a whole multiple of $100,000 A$500,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 500,000 in excess thereof.

Optional Prepayments. (a) The Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), which notice delivered to must be received by the Administrative Agent no later than 2:00 p.m., 1:00 p.m. (New York City time, ) three (3) Business Days prior theretoto the prepayment date, in the case of Eurodollar LoansEurocurrency Loans denominated in Dollars, or Euros, Swiss Francs or Sterling Daily Rate Loans or 1:00 p.m. (New York City time) four Business Days prior to the prepayment date, in the case of Eurocurrency Loans denominated in Yen or Australian Dollars, and no later than 2:00 p.m., 1:00 p.m. (New York City time, one (1) Business Day prior theretoon the prepayment date, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, provided that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 4.112.21; provided, further, that if such notice may of prepayment indicates that such prepayment is to be contingent on funded with the occurrence proceeds of a refinancing Refinancing of the Facilities or is conditioned upon the consummation of a saleany other transaction or event, transfer, lease or other Disposition such notice of assets and prepayment may be revoked or the termination date deferred if the refinancing or sale, transfer, lease such Refinancing or other Disposition transaction or event is not consummated and any Eurocurrency Loan denominated in Dollars that was the subject of assets does not occursuch notice shall be continued as an ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans, other than in connection with a repayment of all Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments , (y) in the case of Base Rate Eurocurrency Loans denominated in Dollars, $1,000,000 or a whole multiple of $500,000 in excess thereof and (other than Swingline Loansz) shall be in the case of (1) Eurocurrency Loans denominated in an aggregate principal amount Alternative Currency, the Dollar Amount ofEuro, €1,000,000 or a whole multiple of $the Dollar Amount of €500,000 in excess thereof, (2) Sterling Daily Rate Loans, £500,000 or a whole multiple of £250,000 in excess thereof or integral multiples (3) Eurocurrency Loans denominated in Australian Dollars, A$1,000,000 or a whole multiple of $100,000 A$500,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 500,000 in excess thereof.

Optional Prepayments. (a) The Each Borrower may at any time and from time to time prepay the its Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice of the Company (on its own behalf or on behalf of any other Borrower) delivered to the Administrative Agent no later than 2:00 p.m.1:00 P.M., New York City timeLocal Time, three (3) Business Days prior theretothereto (or such later date or time as may be agreed by the Administrative Agent in its reasonable discretion), in the case of Eurodollar Eurocurrency Loans and Alternate Currency Loans, and no later than 2:00 p.m.1:00 P.M., New York City time, one (1) Business Day prior theretothereto (or such later date or time as may be agreed by the Administrative Agent in its reasonable discretion), in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Eurocurrency Loans, Alternate Currency Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans shall be in an aggregate principal amount of $500,000 5,000,000, €5,000,000 or integral multiples ¥500,000,000 or a whole multiple of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 1,000,000, €1,000,000 or integral multiples of $100,000 ¥100,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple thereof. Notwithstanding the foregoing, the Company may revoke or postpone any notice of $50,000 in excess thereofprepayment if such prepayment would have resulted from a refinancing of the Loans or proceeds from another transaction, which refinancing or transaction shall not be consummated or otherwise shall be delayed.

Optional Prepayments. (a) The Borrower Borrowers may at any time and from time to time prepay the Loans (other than Competitive Loans), in whole or in part, without premium or penalty (except as set forth in subject to Section 4.1(d) below2.09(c)), upon irrevocable notice delivered to the Administrative Agent Agent, (i) no later than 2:00 p.m.11:00 a.m., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Eurocurrency Loans and (ii) no later than 2:00 p.m.11:00 a.m., New York City time, one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and such prepayment, whether the such prepayment is of Eurodollar Term Loans or Revolving Credit Loans, and whether such prepayment is of Eurocurrency Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Eurocurrency 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 4.11; 2.21, 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 contingent on revoked by the occurrence Company if such condition is not satisfied prior to the stated effective date of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurreduction set forth in such notice. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (unless such notice is revoked as contemplated above), together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans of any Class shall be in an aggregate principal amount of $500,000 5,000,000 or integral multiples a whole multiple of $100,000 1,000,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Notwithstanding the foregoing, the Borrowers shall not have the right to prepay any Competitive Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower BorrowerBorrowers may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.12:00 Noon, New York City time, one (1) Business Day prior theretoon the date of such prepayment, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.15. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments Notwithstanding the foregoing, any notice of Base Rate Loans (prepayment delivered in connection with any refinancing or prepayment of all of the Revolving Facility with the proceeds of Indebtedness or other than Swingline Loans) shall transaction to be incurred or consummated substantially simultaneously with such refinancing or prepayment, may be, if expressly stated in an aggregate principal amount such notice of $250,000 or integral multiples prepayment, contingent upon the consummation of $100,000 such transactions and may be revoked by the applicable Borrower in excess thereof. Partial prepayments the event the incurrence of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofsuch transaction is not consummated.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar EurodollarTerm Benchmark Loans, and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans and, solely to the extent applicable following a Benchmark Replacement or otherwise pursuant to Section 3.6, 11:00 A.M., London time, five Business Days prior thereto, in the case of RFR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar EurodollarTerm Benchmark Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar EurodollarTerm Benchmark 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur3.10. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments Prepayments of Base Rate any tranche of Incremental Term Loans (other than Swingline Loans) will be in such minimum principal amounts, and shall be applied, as specified in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofthe applicable Incremental Amendment governing such tranche.

Optional Prepayments. (aa.) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth otherwise provided in Section 4.1(dclause (b) below), upon irrevocable notice (except as otherwise provided in clause (a)(iii) below) delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto (or such later time as the Administrative Agent may permit in its sole discretion) in the case of Eurodollar Loans, Loans and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, thereto (or such later time as the Administrative Agent may permit in its sole discretion) in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that (i) 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 4.11; provided2.21, further(ii) no prior notice is required for the prepayment of Swing Line Loans and (iii) if such a notice of prepayment expressly states that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a specified transaction, that such notice may be contingent revoked by the Borrower (by notice to the Administrative Agent on or prior to the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred specified effective date) if the refinancing or sale, transfer, lease or other Disposition of assets does such condition is not occursatisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof (or such lesser amount or integral multiples of $100,000 to repay such Loan in excess thereoffull). Partial prepayments of Base Rate Swing Line Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline and Revolving Credit Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple of $50,000 in excess thereofthereof (or such lesser amount or integral to repay such Loan in full).

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d2.11(g)) below)or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.P.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.P.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the installment or installments of the respective tranches of the Loans to be repaid and whether the prepayment is of Eurodollar Loans or Base Rate ABR Loans and if such payment is to be applied (it being understood that the Borrower may elect to prepay the one tranche of Term Loans, the manner in which such prepayment is to be applied theretoLoans without prepaying another); provided, that in the case of Swingline Loans notice may be given no later than 2:00 p.m. New York City time on the date of prepayment; and provided further that if a 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar a tranche of Term Loans or of Revolving Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., 12:00 Noon New York City time on the third Business Day prior thereto in the case of LIBO Rate Loans no later than 10:00 A.M. New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior theretoon such day, in the case of Base Rate Loans, which notice shall (i) designate whether the Borrower is prepaying Swing Line Loans, Revolving Credit Loans and/or Tranche A Term Loans and (ii) specify the date and amount of prepayment such prepayment, and whether the prepayment is of Eurodollar LIBO Rate Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied theretoApplicable Currency thereof; provided, that (i) if a Eurodollar LIBO Rate 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 4.11; provided, further, that such 2.21 and (ii) no prior notice may be contingent on is required for the occurrence prepayment of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurSwing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Loans (unless all Revolving Credit Loans are being repaid and the Revolving Credit Commitments terminated) that are Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Tranche A Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of amount equal to (i) if the Applicable Currency is Dollars, $5,000,000, or an integral multiple of $1,000,000 in excess thereof or (ii) if a Revolving Euro Loan, €5,000,000, or an integral multiple of €1,000,000 thereof. Partial prepayments of Swing Line Loans shall be in an aggregate principal amount of $500,000 or an integral multiples multiple of $100,000 in excess thereof. Partial prepayments Notwithstanding anything in Section 2.10 or 2.11 to the contrary, a notice of Base Rate Loans (prepayment or termination or reduction of Revolving Credit Commitments may state that such notice is conditioned upon effectiveness of other than Swingline Loans) shall financing, in which case such notice may be in an aggregate principal amount of $250,000 revoked by notice to the Administrative Agent on or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofprior to the specified effective date if such condition is not satisfied.

Optional Prepayments. (a) The Any Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in subject to the final sentence of this Section 4.1(d) below4.1), upon irrevocable (provided that any such notice delivered by such Borrower may state that such notice is conditioned upon the effectiveness of any one or more events, in which case such notice may be revoked by such Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied) notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar LIBOR Loans, and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar LIBOR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar LIBOR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the The amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans pursuant to this Section 4.1 shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments Subject to Section 4.8(b), the amount of Base Rate each principal prepayment of the Loans (other than Swingline Loans) pursuant to this Section 4.1 shall be applied to reduce the then remaining installments of the Loans as directed by the Borrowers. In the event that any Loans are prepaid pursuant to this Section 4.1 at any time prior to the third anniversary of the Closing Date, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders, in addition to the amounts otherwise described in this Section 4.1, an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofequal to the Applicable Premium.

Optional Prepayments. (a) The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Term Loans in whole or in part, part without premium or penalty penalty; provided that (except as set forth in Section 4.1(di) below), upon irrevocable such notice delivered to must be received by the Administrative Agent no (A) not later than 2:00 p.m.11:00 a.m., New York City time, three (3) Business Days prior theretoto any date of prepayment of any Term Benchmark Loans, (B) not later than 11:00 a.m., New York time, five U.S. Government Securities Business Days prior to any date of prepayment of any RFR Loans, and (C) not later than 9:00 a.m., New York time, on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term Benchmark Loans or RFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or the remaining outstanding amount of such Loan); (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or the remaining outstanding amount of such Loan), or, in the case of Eurodollar Loans(ii) and (iii), and no later than 2:00 p.m.if a lesser amount, New York City time, one (1) Business Day prior thereto, the remaining principal amount of the applicable Loans in the case of Base Rate Loans, which any outstanding Borrowing. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Term Loans or Base Rate Loans and if such payment is to be applied to prepay prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable theretoBorrower, the Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that make such notice may be contingent on prepayment and the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Benchmark Loan or RFR Loan shall be accompanied by all accrued interest thereon, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest any additional amounts required pursuant to Section 3.05. Each such date on the amount prepaid. Partial prepayments of Eurodollar Loans prepayment shall be applied to the Term Loans of the applicable Lenders in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofaccordance with their respective Pro Rata Shares.

Optional Prepayments. (a) The Borrower may Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time prepay any part of, the LoansNotes, in whole or an amount not less than $2,000,000 in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered the aggregate principal amount of the Notes to the Administrative Agent no later than 2:00 p.m., New York City time, three (3) Business Days prior thereto, be prepaid in the case of Eurodollar Loansa partial prepayment (or such lesser amount as shall be required to effect a partial prepayment resulting from an offer of prepayment pursuant to Section 10.6), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount of each Note then outstanding. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 20 days and no later not more than 2:00 p.m., New York City time, one (1) Business Day 60 days prior thereto, in to the case of Base Rate Loans, which date fixed for such prepayment. Each such notice shall specify the such date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to (which shall be applied to prepay the Term Loansa Business Day), the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall the Notes to be in an aggregate prepaid on such date, the principal amount of $250,000 or integral multiples of $100,000 each Note held by such holder to be prepaid (determined in excess thereof. Partial prepayments of Swingline Loans accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated respective Make-Whole Amount due in an aggregate principal amount connection with such prepayment (calculated as if the date of $100,000 or integral multiples such notice were the date of $50,000 in excess thereofthe prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes to be prepaid a certificate of a Senior Financial Officer specifying the calculation of each such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the LoansLoans of any Class (and Revolving Loans under any Class of Revolving Commitments selected by the Borrower), in whole or in part, without premium or penalty penalty, upon notice in such form as may be approved by the Administrative Agent (except including any form on an electronic platform or electronic transmission system as set forth in Section 4.1(d) belowshall be approved by the Administrative Agent), upon irrevocable notice appropriately completed and signed by a Responsible Officer, delivered to the Administrative Agent no later than 2:00 p.m.1:00 P.M., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Rate/Term SOFR Loans and no later than 2:00 p.m.1:00 P.M., New York City time, at least one (1) Business Day prior thereto, thereto in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the Class of Loans being prepaid and whether the prepayment is of Eurodollar Rate/Term SOFR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Rate/Term SOFR 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate and Revolving Loans (other than Swingline Loanspursuant to this Section 2.8(a) shall be in an aggregate principal amount of $250,000 5,000,000 or integral multiples a whole multiple of $100,000 1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 500,000 in excess thereof.. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class (or Revolving Loans under any Revolving Commitments, as the case may be) pursuant to this Section 2.8(a) shall be applied to the Loans of such Class (or the Revolving Loans under such Class of Revolving Commitments as the case may be) of each Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such Lender. (b) (i) Notwithstanding anything to the contrary in Section 2.8(a), the Borrower shall have the right at any time and from time to time to prepay Term Loans of any Class, to the - 48-

Optional Prepayments. (a) The Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), which notice delivered to must be received by the Administrative Agent no later than 2:00 p.m., 1:00 p.m. (New York City time, ) three (3) Business Days prior theretoto the prepayment date, in the case of Eurodollar LoansEurocurrencyTerm SOFR Loans denominated in Dollars or Eurocurrency Loans denominated in Euros or Sterling Daily Rate Loans or 1:00 p.m. (New York City time) four Business Days prior to the prepayment date, in the case of Eurocurrency Loans denominated in Australian Dollars, and no later than 2:00 p.m., 1:00 p.m. (New York City time, one (1) Business Day prior theretoon the prepayment date, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, provided that if a Eurodollar Eurocurrency Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 4.112.21; provided, further, that if such notice may of prepayment indicates that such prepayment is to be contingent on funded with the occurrence proceeds of a refinancing Refinancing of the Facilities or is conditioned upon the consummation of a saleany other transaction or event, transfer, lease or other Disposition such notice of assets and prepayment may be revoked or the termination date deferred if the refinancing or sale, transfer, lease such Refinancing or other Disposition transaction or event is not consummated and any Eurocurrency Loan or Term SOFR Loan denominated in Dollars that was the subject of assets does not occursuch notice shall be continued as an ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans, other than in connection with a repayment of all Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments , (y) in the case of Base Rate Eurocurrency Loans (other than Swingline Loans) shall be or Term SOFR Loans denominated in an aggregate principal amount Dollars, $1,000,000 or a whole multiple of $500,000 in excess thereof and (z) in the case of (1) Eurocurrency Loans denominated in Euro, €1,000,000 or a whole multiple of €500,000 in excess thereof, (2) Sterling Daily Rate Loans, £500,000 or a whole multiple of £250,000 in excess thereof or integral multiples (3) Eurocurrency Loans denominated in Australian Dollars, A$1,000,000 or a whole multiple of $100,000 A$500,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 500,000 in excess thereof.

Optional Prepayments. (a) The Subject to Section 2.01(d) and Section 2.12(b), the Borrower may shall have the right at any time and from time to time to prepay the Loansany Borrowing or payment due under Section 2.11(c), in whole or in part, without premium upon prior written or penalty telecopy notice (except as set forth in Section 4.1(dor telephone notice promptly confirmed by written or telecopy notice) below), upon irrevocable notice delivered to the Administrative Agent no (i) in the case of any prepayment of amounts payable under Section 2.11(c), not later than 2:00 p.m.11:00 a.m., New York City time, three (3) Business Days prior theretoin advance of the proposed prepayment, (ii) in the case of any prepayment of Eurodollar Revolving Loans, and no not later than 2:00 p.m.11:00 a.m., New York City time, one three Business Days in advance of the proposed prepayment and (1iii) Business Day prior thereto, in the case of Base Rate any prepayment of ABR Revolving Loans, which notice shall specify not later than 11:00 a.m., New York City time, on the date and amount Business Day of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied theretoproposed prepayment; provided, however, that if a Eurodollar Loan is prepaid on any day other than (A) to the last day of extent the Interest Period applicable theretoBorrower prepays Facility B, the Borrower shall also pay any amounts owing simultaneously reduce the Parity Debt Credit Agreement Facility pro rata, such that the prepayments made pursuant to this Section 4.11; provided2.12(a) and Section 2.12(a) of the Parity Debt Credit Agreement shall be in equal dollar amounts, provided that, the Borrower may, at its option, elect the aggregate amount of such prepayments to be applied, first, to the Parity Debt Credit Agreement Facility, and, second, to Facility B, and provided further, that such notice may in no event shall (x) the aggregate outstanding Indebtedness under the Parity Debt Credit Agreement Facility be contingent on reduced to an amount less than $2,000,000 and (y) the occurrence aggregate outstanding Indebtedness under Facility B be reduced to an amount less than $500,000 unless the Facility Obligations under the Parity Debt Credit Agreement have been paid in full in cash and the Commitments (as defined in the Parity Debt Credit Agreement) have been fully terminated, (B) each partial prepayment of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. 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 ABR Loans shall be due in a minimum aggregate amount of $100,000 under each of Facility B and payable on the date specified thereinParity Debt Credit Agreement Facility, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline LoansC) accrued interest to such date on the amount prepaid. Partial prepayments each partial prepayment of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or which is an integral multiples multiple of $100,000 in excess thereof. Partial prepayments under each of Base Rate Loans Facility B and the Parity Debt Credit Agreement Facility and not less than $500,000 under each of Facility B and the Parity Debt Credit Agreement Facility and (other than Swingline LoansD) a partial prepayment of a Eurodollar Borrowing under this Section 2.12(a) shall not be made that would result in an the remaining aggregate outstanding principal amount thereof being less than $500,000, in the case of Facility A, and being less than $250,000 500,000 under each of Facility B and the Parity Debt Credit Agreement Facility, in the case of Facility B. Each notice of prepayment of any Borrowing or integral multiples payment due under Section 2.11(c) shall specify the prepayment date, the Class, the Type and the Interest Period of $100,000 the Borrowing to be prepaid (in excess thereof. Partial prepayments the case of Swingline Loans a Eurodollar Borrowing), and the principal amount thereof to be prepaid, shall be in an aggregate principal irrevocable and shall commit the Borrower to prepay such Borrowing or payment by the amount of $100,000 or integral multiples of $50,000 in excess thereofstated therein on the date stated therein.

Optional Prepayments. (a) The Each Borrower may shall have the privilege of prepaying any Base Rate Loans or Swingline Loans without premium or penalty at any time in whole or at any time and from time to time prepay the Loansin part (but, in whole or if in part, without premium then in an amount which is equal to or penalty (except as set forth in Section 4.1(d) belowgreater than $1,000,000); provided, upon irrevocable however, that the Company shall have given notice delivered of such prepayment to the Administrative Agent no later than 2:00 p.m.12:00 P.M. on the date of such prepayment. Each Borrower shall have the privilege of prepaying any Adjusted LIBOR Loans (a) without premium or penalty in whole or in part (but, New York City timeif in part, then in an amount [Revolving Credit Agreement] which is equal to or greater than the Dollar Equivalent of $5,000,000 and in an integral multiple of the Borrowing Multiple or such smaller amount as needed to prepay a particular Borrowing in full) only on the last Business Day of an Interest Period for such Loan, and (b) at any other time without premium or penalty except for the breakage fees and funding losses that are required to be paid pursuant to Section 2.11; provided, however, that the Company shall have given notice of such prepayment to the Administrative Agent no later than 12:00 P.M. at least three (3) Business Days prior thereto, in before the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) last Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, or the Borrower shall also pay any amounts owing pursuant to Section 4.11proposed prepayment date (or such shorter period as may be agreed by the Administrative Agent in its sole discretion); provided, further, that such notice may be contingent on conditioned upon the occurrence effectiveness of a refinancing other credit facilities or the consummation closing of a saleone or more securities offerings, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. 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 which case such notice shall be due deemed rescinded if such condition shall fail to be satisfied by the proposed effective date of such prepayment and; provided, further, that upon any such rescission such Borrower shall be liable for any breakage fees and payable on funding losses that are required to be paid pursuant to Section 2.11. Any such prepayments shall be made by the payment of the principal amount to be prepaid and accrued and unpaid interest thereon to the date specified therein, together with (except of such prepayment. Optional prepayments shall be applied to the Obligations then outstanding in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on order specified by the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofCompany.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d2.11(h)) below)or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.P.M., New York City time, (i) three (3) Business Days prior thereto, in the case of Eurodollar LoansLoans or Term SOFR Loans denominated in Dollars and (ii) four Business Days prior thereto in the case of Eurodollar Loans denominated in Alternative Currencies (other than Dollars), and no later than 2:00 p.m.P.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the installment or installments of the respective Classes of the Loans to be repaid and whether the prepayment is of Eurodollar Loans, Term SOFR Loans or Base Rate ABR Loans and if such payment is to be applied (it being understood that the Borrower may elect to prepay one Class of Term Loans without prepaying another); provided that in the Term Loanscase of Swingline Loans notice may be given no later than 2:00 P.M. New York City time on the date of prepayment; and provided, the manner in which such prepayment is to be applied thereto; providedfurther, that if a Eurodollar Loan or Term SOFR 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar a Class of Term Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Base Rate Revolving Loans denominated in an Alternative Currency (other than Swingline LoansDollars) shall be in an aggregate principal amount of $250,000 or integral multiples the Alternative Currency Equivalent of $100,000 1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in excess Dollars shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple thereof. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of $50,000 optional prepayment if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof (or to any anticipated mandatory prepayments under Section 2.11 specific in excess thereofwriting by the Borrower) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment and the Borrower may elect to apply voluntary prepayments of Term Loans to one or more Class or Classes of Term Loans selected by the Borrower. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis among the Classes of Term Loans.

Optional Prepayments. (a) The Borrower Borrowers may at any time and from time to time prepay the Loans, in whole or in part, in each case, without premium or penalty penalty, upon notice, substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (except including any form on an electronic platform or electronic transmission system as set forth in Section 4.1(d) belowshall be approved by the Administrative Agent), upon irrevocable appropriately completed and signed by a Responsible Officer of the Borrower Representative (on behalf of the Borrowers), which notice delivered to must be received by the Administrative Agent no later than 2:00 p.m., p.m. (New York City time, ) three (3) Business Days prior theretoto the prepayment date, in the case of Eurodollar Term Benchmark Loans, and no later than 2:00 p.m., p.m. (New York City time, one (1) Business Day prior theretoon the prepayment date, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, provided that if a Eurodollar Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower Borrowers shall also pay any amounts owing pursuant to Section 4.112.21; provided, further, that such notice may shall be contingent on the occurrence irrevocable unless such notice of a refinancing prepayment indicates that such prepayment is conditioned upon one or the consummation more conditions precedent, in which case such notice of a sale, transfer, lease or other Disposition of assets and prepayment may be revoked or automatically terminated if such conditions precedent are not satisfied and any Term Benchmark Loan that was the termination date deferred if the refinancing or sale, transfer, lease or other Disposition subject of assets does not occursuch notice shall be continued as an ABR Loan. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans, other than in connection with a repayment of all Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Loans shall be in an aggregate principal amount of (x) in the case of ABR Loans, $1,000,000 or a whole multiple of $500,000 in excess thereof or integral multiples (y) in the case of Term Benchmark Loans, $1,000,000 or a whole multiple of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 500,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple of $50,000 10,000 in excess thereof.

Optional Prepayments. (a) The Borrower Company may on the last day of an Interest Period if the Loans to be repaid are Adjusted Libor Loans, or at any time and from time to time prepay if the Loans to be repaid are Prime Rate Loans, repay the then outstanding Loans, in whole or in part, without premium or penalty (penalty, except as set forth provided in Section 4.1(d) below)3.08, upon irrevocable written notice delivered to the Administrative Agent no (or telephonic notice promptly confirmed in writing) not later than 2:00 p.m.11:00 a.m. New York, New York City time, three (3) Business Days prior thereto, in before the case date of Eurodollar prepayment with respect to prepayments of Adjusted Libor Loans, and no later than 2:00 p.m.or 11:00 a.m. New York, New York City time, time one (1) Business Day prior thereto, in before the case date of Base prepayment with respect to Prime Rate Loans, which . Each notice shall be irrevocable and shall specify the date and amount of prepayment repayment and whether the prepayment such repayment is of Eurodollar the Term Loans or Base of Revolving Credit Loans and whether such repayment is of Adjusted Libor Loans or Prime Rate Loans or a combination thereof, and if such payment is a combination thereof, the amount of repayment allocable to each. No prepayment of the Tranche B Term Loan may be applied made pursuant to prepay this Section 3.03 until the outstanding principal amount of the Term Loans, the manner Loan has been paid in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurfull. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the Companies shall make such repayment, and the payment amount specified in such notice shall be due and payable payable, on the date specified therein, together with . Each partial prepayment pursuant to this Section 3.03 of (except in the case of Revolving Loans that are Base x) Prime Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate a principal amount of $500,000 or integral whole multiples of $100,000 in excess thereof and (y) of Adjusted LIBOR Loans shall be in a principal amount of $1,000,000 or whole multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Borrower or any Foreign Subsidiary Borrower may at any time and from time to time prepay the Loans (other than Multicurrency Revolving Loans), in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Eurocurrency Rate Loans, Term RFR Loans or CDOR Rate Loans, and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate other Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Eurocurrency Rate Loans, CDOR Rate Loans, Daily Simple RFR Loans, Term RFR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, provided that if a Eurodollar Eurocurrency Rate Loan, CDOR Rate Loan or Term RFR Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower or the applicable Foreign Subsidiary Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.17. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date of prepayment on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans shall be in an aggregate a minimum principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate a minimum principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the LoansLoans of any Class, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.1:00 P.M., New York City time, at least three (3) Business Days prior theretothereto in the case of Eurodollar Loans (or, in the case of Eurodollar Term A Loans or Original Revolving Loans, one Business Day prior to the Amendment No. 2 Effective Date) and no later than 2:00 p.m.1:00 P.M., New York City time, at least one (1) Business Day prior thereto, thereto in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the Class of Loans being prepaid and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate and Revolving Loans (other than Swingline Loanspursuant to this Section 2.8(a) shall be in an aggregate principal amount of $250,000 5,000,000 or integral multiples a whole multiple of $100,000 1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the Amendment No. 2 Effective Date, the effectiveness of other credit facilities (including under this Agreement), the consummation of a particular Disposition or the occurrence of a change of control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class pursuant to this Section 2.8(a) shall be applied to the Loans of such Class of each Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such Lender.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., New York City time, at least three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 2:00 p.m., New York City time, at least one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that which are Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Base Rate ; provided, however, that the Borrower may prepay Term Loans (other than Swingline Loans) shall be and Revolving Credit Loans in an aggregate principal amount less than $1,000,000 and the amount of any such prepayment shall be held by the Administrative Agent as additional Collateral and not applied to such Loans until the earlier of the date on which the aggregate amount of such prepayments in the Administrative Agent's possession equals or exceeds $250,000 or integral multiples of $100,000 in excess thereof1,000,000 and the ninetieth day after any such proceeds are delivered to the Administrative Agent. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time prepay any part of, the LoansNotes, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to an amount not less than 5% of the Administrative Agent no later than 2:00 p.m., New York City time, three (3) Business Days prior theretoaggregate principal amount of the Notes then outstanding, in the case of Eurodollar Loansa partial prepayment, and at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, that, so long as no later than 2:00 p.m.Default or Event of Default shall then exist, New York City timeat any time on or after (i) August 4, one (1) Business Day prior thereto2024, in the case of Base Rate Loansthe Tranche A Notes, which notice shall specify and (ii) the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Loan is prepaid on any day other than the last day three-year anniversary of the Interest Period applicable theretoSecond Closing Date, the Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) the Tranche B Notes, the Company may, at its option, upon notice as provided below, prepay all or any part of the Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date. The Company will give each holder of Notes written notice of each optional prepayment under this Section 8.2 not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date on the amount prepaid. Partial prepayments of Eurodollar Loans (which shall be in an a Business Day), the aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall Notes to be in an aggregate prepaid on such date, the principal amount of $250,000 or integral multiples of $100,000 each Note held by such holder to be prepaid (determined in excess thereof. Partial prepayments of Swingline Loans accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in an aggregate principal amount connection with such prepayment (calculated as if the date of $100,000 or integral multiples such notice were the date of $50,000 in excess thereofthe prepayment), setting forth the details of such computation. Two (2) Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent (a) no later than 2:00 p.m., New York City time, three (3) U.S. Government Securities Business Days prior thereto, in the case of Eurodollar Term Benchmark Loans, and (b) no later than 2:00 p.m.12:00 noon, New York City time, one (1) Business Day prior thereto, in the case of Base Rate LoansABR Loans and (c) no later than 2:00 p.m., New York City time, five (5) U.S. Government Securities Business Days prior thereto, in the case of RFR Loans (solely if applicable after the effectiveness of a Benchmark Replacement or otherwise pursuant to Section 2.13), which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Term Benchmark Loans, ABR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term RFR Loans, the manner in which such prepayment is to be applied thereto; provided, provided that (i) if a Eurodollar Term Benchmark Loan or an RFR Loan (solely if applicable after the effectiveness of a Benchmark Replacement or otherwise pursuant to Section 2.13) 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 4.11; provided, further, that 2.17 and (ii) if such notice is submitted through an Approved Borrower Portal, any related signature requirement may be contingent on waived at the occurrence sole discretion of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurAdministrative Agent. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Each Borrower may at any time and from time to time prepay the LoansLoans made to such Borrower, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) belowotherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Tranche A-1 Term Loans, Revolving Credit Loans or Competitive Bid Loans (to the extent then prepayable), and whether the such prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the relevant Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such 2.21 and (ii) no prior notice may be contingent on is required for the occurrence prepayment of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurSwing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of (A) Revolving Credit Loans that are Base Rate Loans and Swingline Swing Line Loans or (B) Competitive Bid Loans that are Absolute Rate Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Tranche A-1 Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Each Borrower may at any time and from time to time prepay the LoansLoans made to such Borrower, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) belowotherwise provided herein), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto in the case of Eurodollar Loans, Loans and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, thereto in the case of Base Rate Loans, which notice shall specify the date and amount of such prepayment, whether such prepayment is of Term Loans or Revolving Credit Loans, and whether the such prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that (i) if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the relevant Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such 2.21 and (ii) no prior notice may be contingent on is required for the occurrence prepayment of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occurSwing Line Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Swing Line Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Credit Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Swing Line Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice (except as otherwise provided in clause (a)(ii) below) delivered to the Administrative Agent and the Escrow Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, thereto (or such later time as the Administrative Agent and the Escrow Agent may permit in their sole discretion) in the case of Eurodollar Loans, SOFR Loans and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, thereto (or such later time as the Administrative Agent and the Escrow Agent may permit in their sole discretion) in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment such prepayment, and whether the such prepayment is of Eurodollar SOFR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that (i) if a Eurodollar SOFR 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 4.11; provided2.21 and (ii) if such a notice of prepayment expressly states that such notice is conditioned upon the effectiveness of other credit facilities or the closing of a specified transaction, further, that such notice may be contingent revoked by the Borrower (by notice to the Administrative Agent and the Escrow Agent on or prior to the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred specified effective date) if the refinancing or sale, transfer, lease or other Disposition of assets does such condition is not occursatisfied. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Credit Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Revolving Credit Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple of $50,000 in excess thereof.thereof (or such lesser amount or integral to repay such Loan in full). The Borrower shall remit all prepayments of the Loans to the Loan Proceeds Account whereupon such amounts shall remain on deposit in the Loan Proceeds Account for the

Optional Prepayments. (a) The Borrower may Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time prepay any part of, any Series of the LoansNotes, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to the Administrative Agent no later an amount not less than 2:00 p.m., New York City time, three (3) Business Days prior thereto$1,000,000, in the case of Eurodollar Loansa partial prepayment, and at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, that, so long as no later than 2:00 p.m.Default or Event of Default shall then exist, New York City timeat any time on or after the date that is six months prior to the Maturity Date of such Series of Notes the Company may, one (1) Business Day prior theretoat its option, upon notice as provided below, prepay all or any part of such Series of Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the case prepayment date. The Company will give each holder of Base Rate Loans, which the applicable Series of Notes written notice of each optional prepayment under this Section 8.2(a) not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the holders of more than 50% in principal amount of the applicable Series of Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates) agree to another time period pursuant to Section 17. Each such notice shall specify the such date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to (which shall be applied to prepay the Term Loansa Business Day), the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples such Series of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall Notes to be in an aggregate prepaid on such date, the principal amount of $250,000 or integral multiples each such Series of $100,000 Notes held by such holder to be prepaid (determined in excess thereof. Partial prepayments of Swingline Loans accordance with Section 8.3), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make‑Whole Amount due in an aggregate principal amount connection with such prepayment (calculated as if the date of $100,000 or integral multiples such notice were the date of $50,000 in excess thereofthe prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of the applicable Series of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent (a) no later than 2:00 p.m., New York City time, three (3) U.S. Government Securities Business Days prior thereto, in the case of Eurodollar Term Benchmark Loans, and (b) no later than 2:00 p.m.12:00 noon, New York City time, one (1) Business Day prior thereto, in the case of Base Rate LoansABR Loans and (c) no later than 2:00 p.m., New York City time, five (5) U.S. Government Securities Business Days prior thereto, in the case of RFR Loans (solely if applicable after the effectiveness of a Benchmark Replacement or otherwise pursuant to Section 2.13), which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Term Benchmark Loans, ABR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term RFR Loans, the manner in which such prepayment is to be applied thereto; provided, provided that if a Eurodollar Term Benchmark Loan or an RFR Loan (solely if applicable after the effectiveness of a Benchmark Replacement or otherwise pursuant to Section 2.13) 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.17. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d2.11(h)) below)or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.P.M., New York City time, (i) three (3) Business Days prior thereto, in the case of Eurodollar LoansLoans denominated in Dollars and (ii) four Business Days prior thereto in the case of Eurodollar Loans denominated in Alternative Currencies (other than Dollars), and no later than 2:00 p.m.P.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the installment or installments of the respective Classes of the Loans to be repaid and whether the prepayment is of Eurodollar Loans or Base Rate ABR Loans and if such payment is to be applied (it being understood that the Borrower may elect to prepay one Class of Term Loans without prepaying another); provided that in the Term Loanscase of Swingline Loans notice may be given no later than 2:00 P.M. New York City time on the date of prepayment; and provided, the manner in which such prepayment is to be applied thereto; providedfurther, 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar a Class of Term Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments of Base Rate Revolving Loans denominated in an Alternative Currency (other than Swingline LoansDollars) shall be in an aggregate principal amount of $250,000 or integral multiples the Alternative Currency Equivalent of $100,000 1,000,000 or a whole multiple thereof. Partial prepayments of Revolving Loans denominated in excess Dollars shall be in an aggregate principal amount of $1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples a whole multiple thereof. Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of $50,000 optional prepayment if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof (or to any anticipated mandatory prepayments under Section 2.11 specific in excess thereofwriting by the Borrower) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment and the Borrower may elect to apply voluntary prepayments of Term Loans to one or more Class or Classes of Term Loans selected by the Borrower. In the event that the Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro rata basis among the Classes of Term Loans.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, subject to Section 2.14 (but otherwise without premium or penalty (except as set forth in Section 4.1(d) belowpenalty), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.11:00 A.M., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an a minimum aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess a whole multiple thereof. Partial prepayments Notwithstanding anything to the contrary, to the extent the outstanding Obligations are less than such minimums required herein, the Borrower may prepay such amount. Each prepayment of Base Rate the Loans (other than Swingline Loans) made by the Borrower pursuant to this Section 2.4 shall be applied first to ABR Loans to the full extent thereof before application to Eurodollar Loans, in an aggregate principal each case in a manner that minimizes the amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall any payments required to be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofmade by the Borrower pursuant to Section 2.14.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the LoansLoans of the Facility, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice, which notice may be subject to one or more conditions precedent, including completion or occurrence of a transaction or event, such as an acquisition or refinancing, which conditions precedent (if any) shall be stated in the notice, delivered to the Administrative Agent (i) no later than 2:00 p.m.11:00 A.M., New York City time, three (3) U.S. Government Securities Business Days prior thereto, in the case of Eurodollar Term Benchmark Loans, and (ii) no later than 2:00 p.m.11:00 A.M., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, and (iii) no later than 11:00 A.M. New York City time, five RFR Business Days prior thereto, in the case of RFR Loans (solely to the extent applicable following the implementation of a Benchmark Replacement pursuant to Section 2.10), which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Term Benchmark Loans, RFR Loans or Base Rate ABR Loans and if such payment is which notice may, at the Borrower’s election, be subject to be applied one or more conditions, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to prepay Section 2.14 suffered as a result of the Term Loansrevocation of any conditional notice; provided that, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Term Benchmark 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.14. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline ABR Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Designated Agent no later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar EurodollarTerm Benchmark Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar EurodollarTerm Benchmark Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar EurodollarTerm Benchmark 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.17. Upon receipt of any such notice the Administrative Designated Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Revolving Loans which shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples a whole multiple of $100,000 500,000 in excess thereof. Partial prepayments Notwithstanding the foregoing, any notice of Base Rate prepayment delivered in connection with any refinancing of all of the Loans (and Commitments with the proceeds of such refinancing or of any other than Swingline Loans) shall incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in an aggregate principal amount of $250,000 or integral multiples of $100,000 connection with any such revocation, in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereofthe event such contingency is not met.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the LoansLoans under any Facility, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment prepayment, the applicable Facility and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied thereto; provided, that if a 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereof.

Optional Prepayments. (a) The Each Borrower may at any time and from time to time prepay the LoansLoans (subject, in the case of Eurocurrency Loans and Fixed Rate Loans to compliance with the terms of Section 2.18), in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice to the Administrative Agent not later than (x) in the case of an Alternative Currency Loan, 12:00 noon, London time, three Business Days prior to the date of such prepayment, and (y) in the case of a Loan denominated in Dollars, 12:00 noon, New York City time, two Business Days prior to the date of such prepayment, specifying (i) the date and amount of prepayment, (ii) whether the prepayment is of Eurocurrency Loans, ABR Loans, Fixed Rate Loans or a combination thereof (including in the case of Eurocurrency Loans or Fixed Rate Loans, the Borrowing to which such prepayment is to be applied and, if of a combination thereof, the amount allocable to each), provided that notice of any prepayment of Swingline Loans may be delivered to the Administrative Agent as late as, but no later than 2:00 than, 1:00 p.m., New York City time, three (3) Business Days prior thereto, in on the case date of Eurodollar Loanssuch prepayment, and no later than 2:00 p.m., New York City time, one (1iii) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Alternative Currency Loans, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be in an aggregate principal amount of $250,000 5,000,000 (or integral multiples the equivalent based upon Assigned Dollar Values) or a whole multiple of $100,000 1,000,000 (or the equivalent based upon Assigned Dollar Values) in excess thereof (or, if less, the remaining outstanding principal amount thereof). Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 100,000 in excess thereof (or, if less, the remaining outstanding principal amount thereof).

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in subject to Section 4.1(d) below2.10(b)), upon irrevocable revocable notice (which may be conditioned as stated in such notice by the Borrower) delivered to the Administrative Agent (i) no later than 2:00 p.m.12:00 Noon, New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans,Term Benchmark Loans, and (ii) no later than 2:00 1:00 p.m., New York City Time, five Business Days prior thereto, in the case of RFR Loans and (iii) no later than 12:00 Noon, New York City time, one (1) Business Day prior thereto, in the case of Base Rate ABR Loans, in each case which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar EurodollarTerm Benchmark Loans, RFR Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar EurodollarTerm Benchmark 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans shall be in an aggregate principal amount of $500,000 1,000,000 or integral multiples a whole multiple of $100,000 in excess thereof. Partial All optional prepayments of Base Rate Term Loans (other than Swingline Loans) in accordance with this Section 2.10 shall be applied as directed by the Borrower. (b) All (i) prepayments of Initial Term Loans pursuant to Section 2.10(a) or Section 2.11(a) effected on or prior to the six-month anniversary of the First Amendment Effective Date with the proceeds of a Repricing Transaction and (ii) amendments, amendments and restatements or other modifications of this Agreement on or prior to the six-month anniversary of the First Amendment Effective Date constituting Repricing Transactions shall, in each case, be accompanied by a fee payable to the Initial Term Lenders in an amount equal to 1.00% of the aggregate principal amount of $250,000 the Initial Term Loans so prepaid, in the case of a transaction described in clause (i) of this paragraph, or integral multiples 1.00% of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an the aggregate principal amount of $100,000 Initial Term Loans affected by such amendment, amendment and restatement or integral multiples other modification (including any such Loans assigned in connection with the replacement of $50,000 an Initial Term Lender not consenting thereto), in excess thereof.the case of a transaction described in clause (ii) of this paragraph. Such fee shall be paid by the Borrower to the Administrative Agent, for the account of the Lenders in respect of the Initial Term Loans, on the date of such prepayment. 2.11

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the LoansLoans of any Class, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)at the Applicable Prepayment Price thereof, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.1:00 P.M., New York City time, at least three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loans, the manner in which such prepayment is to be applied theretoprepayment; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant applicable Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans pursuant to this Section 2.8 shall be in an aggregate principal amount of $500,000 5,000,000 or integral multiples a whole multiple of $100,000 1,000,000 in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class pursuant to this Section 2.8 shall be applied to the Loans of such Class of each Lender on a pro rata basis in accordance with the respective amounts of such Loans of such Class held by each such Lender and to scheduled amortization thereof as directed by the Borrower. If requested by the Borrower, the Administrative Agent shall deliver the notice to the Escrow Agent contemplated by Section 3(d) of the Escrow Agreement in connection therewith with respect to an aggregate principal amount of $250,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess thereoffunds sufficient to fund such prepayment.

Optional Prepayments. (a) The Borrower may at any time and from time to time prepay the LoansLoans of any Class, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m.1:00 P.M., New York City time, at least three (3) Business Days prior theretothereto in the case of Eurodollar Loans (or, in the case of Eurodollar Term A Loans or Original Revolving Loans, one Business Day prior to the Amendment No. 2 Effective Date) and no later than 2:00 p.m.1:00 P.M., New York City time, at least one (1) Business Day prior thereto, thereto in the case of Base Rate ABR Loans, which notice shall specify the date and amount of prepayment prepayment, the Class of Loans being prepaid and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term ABR Loans, the manner in which such prepayment is to be applied thereto; 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur2.18. Upon receipt of any such notice notice, the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate ABR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans shall be in an aggregate principal amount of $500,000 or integral multiples of $100,000 in excess thereof. Partial prepayments of Base Rate and Revolving Loans (other than Swingline Loanspursuant to this Section 2.8(a) shall be in an aggregate principal amount of $250,000 5,000,000 or integral multiples a whole multiple of $100,000 1,000,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 1,000,000 or integral multiples a whole multiple of $50,000 500,000 in excess thereof. Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the Amendment No. 2 Effective Date, the effectiveness of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular Disposition or, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class pursuant to this Section 2.8(a) shall be applied to the Loans of such Class of each Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such Lender.

Optional Prepayments. (a) The Borrower may Prior to May 21, 2034, the Company may, at its option, upon notice as provided below, prepay at any time and all, or from time to time prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below), upon irrevocable notice delivered to the Administrative Agent no later than 2:00 p.m., New York City time, three (3) Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one (1) Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or Base Rate Loans and if such payment is to be applied to prepay the Term Loansany part of, the manner Notes (but if in which such prepayment is to be applied thereto; provided, that if part then in 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 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Loans shall be in an minimum aggregate principal amount of $500,000 100,000), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. On and after May 21, 2034, the Company may, at its option, upon notice as provided below, prepay at any time all, or integral multiples of $100,000 from time to time any part of, the Notes (but if in excess thereof. Partial prepayments of Base Rate Loans (other than Swingline Loans) shall be part then in an a minimum aggregate principal amount of $250,000 or integral multiples 100,000), at 100% of $100,000 in excess thereofthe principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, but without payment of the Make-Whole Amount. Partial prepayments UNITIL CORPORATION Note Purchase Agreement The Company will give each holder of Swingline Loans Notes written notice of each optional prepayment under this Section 8.2 not less than 15 days and not more than 45 days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17. Each such notice shall specify such date (which shall be in an a Business Day), the aggregate principal amount of $100,000 or integral multiples the Notes to be prepaid on such date, the principal amount of $50,000 each Note held by such holder to be prepaid (determined in excess thereofaccordance with Section 8.4), and the interest to be paid on the prepayment date with respect to such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount (if any) due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver to each holder of Notes a certificate of a Senior Financial Officer specifying the calculation of such Make-Whole Amount, if any, as of the specified prepayment date.

Optional Prepayments. (a) The Applicable Borrower may at any time and from time to time voluntarily prepay the Loans, in whole or in part, without premium or penalty (except as set forth in Section 4.1(d) below)penalty, upon irrevocable notice delivered to the Administrative Agent (i) no later than 2:00 1:00 p.m., New York City time (or such later time as the Administrative Agent may agree in its sole discretion), three (3) Business Days prior thereto in the case of Term Benchmark Loans and, (ii) no later than 1:00 p.m. New York City time, three (3) RFR Business Days prior theretobefore the date of prepayment, in the case of Eurodollar LoansRFR Loans denominated in Canadian Dollars, and (iii) no later than 2:00 1:00 p.m., New York City timetime (or such later time as the Administrative Agent may agree in its sole discretion), one (1) Business Day prior thereto, on the date of such prepayment in the case of Base Rate Loans, which Canadian Prime Rate Loans or RFR Loans denominated in Dollars. Each such notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Term Benchmark Loans, Base Rate Loans, Canadian Prime Rate Loans or Base Rate Loans and if such payment is to be applied to prepay the Term RFR Loans, the manner in which such prepayment is to be applied thereto; provided, that if a Eurodollar Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Applicable Borrower shall also pay any amounts owing pursuant to Section 4.11; provided, further, that such notice may be contingent on the occurrence of a refinancing or the consummation of a sale, transfer, lease or other Disposition of assets and may be revoked or the termination date deferred if the refinancing or sale, transfer, lease or other Disposition of assets does not occur. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified thereintherein (provided, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or other financing or events, in which case such notice may be revoked by the Applicable Borrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied), together with (except in the case of Revolving Facility Loans that are Base Rate Loans, Canadian Prime Rate Loans, RFR Loans and Swingline Loans) accrued interest to such date on the amount prepaid. Partial prepayments of Eurodollar Term Loans and Revolving Facility Loans pursuant to this Section 4.1 shall be in an aggregate principal amount of (a) if under the Closing Date Revolving Facility the Dollar Equivalent of $500,000 or a whole multiple thereof, or (b) if under the 2024 Canadian Revolving Facility C$500,000 or a whole multiple thereof. Partial prepayments of Swingline Loans pursuant to this Section 4.1 shall be in an aggregate principal amount of $500,000 or integral multiples 100,000(x) the Dollar Equivalent of $100,000 in excess thereof. Partial prepayments of Base Rate Loans if under the Closing Date Revolving Facility or a whole multiple thereof or (other than Swingline Loansy) shall be in an aggregate principal amount of $250,000 C$100,000 if under the 2024 Canadian Revolving Facility or integral multiples of $100,000 in excess thereof. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $100,000 or integral multiples of $50,000 in excess a whole multiple thereof.