Common use of Optional Clause in Contracts

Optional. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Term A Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $300,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment with respect to each Class of Loans to be prepaid and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 accrued interest to ; provided that a notice of optional prepayment may state that such date on notice is conditional upon the amount prepaid. Partial prepayments effectiveness of Loans shall be in an aggregate principal amount of $1,000,000 any facility or instrument refinancing all or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all portion of the outstanding Term A Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness Revolving Credit Loans and Revolving Credit Commitments or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of an acquisition transaction, in which case such refinancing or incurrence or occurrence notice of such other identifiable event or condition and prepayment may be revoked by the BorrowerBorrower (by notice to the Administrative Agent on or prior to the specified date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, subject to compliance with the obligations under Section 2.17 in connection together with any such revocation, in the event such contingency is not met. additional amounts required pursuant to Section 3.05. (ii) Each prepayment of the outstanding Term A Loans under this clause (apursuant to Section 2.05(a)(i) shall be applied to the prepayment in full then remaining principal repayment installments of the aggregate Term A Facility as the Borrower directs, and each prepayment of Term A Loans and Revolving Credit Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (iii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment and (B) any such prepayment shall be in a minimum principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and of $100,000. Each such notice shall be accompanied by accrued interest and fees on the amount prepaid to specify the date fixed for and amount of such prepayment, plus, in . If such notice is given by the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itBorrower, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. The Borrower may may, upon notice to the Administrative Agent (which notice may, at the Borrower’s election, be conditioned upon the consummation of a refinancing, provided the Borrower shall compensate each Lender for any time and additional amounts required pursuant to Section 3.05 suffered as a result of any notice that is conditioned upon the consummation of a refinancing), (x) terminate the Aggregate Commitments, or from time to time prepay permanently reduce the LoansAggregate Commitments or (y) prior to the Original Maturity Date, in whole or in part, without premium or penalty, upon irrevocable terminate the Original Commitments; provided that (i) any such notice delivered to shall be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify to the date and amount of prepayment and whether the prepayment is of Eurodollar Loans termination or ABR Loans. Upon receipt of reduction, (ii) 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans partial reduction shall be in an aggregate principal amount of $1,000,000 10,000,000 or a any whole multiple of $500,000 1,000,000 in excess thereof, (iii) the Borrower shall not (x) terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments or (y) terminate the Original Commitments if, after giving effect thereto and to any concurrent prepayments hereunder (including pursuant to Section 2.06(c)), there would be any Total Outstandings in respect of the Original Commitments and (iv) if, after giving effect to any reduction of the Aggregate Commitments, the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such excess. Notwithstanding The Administrative Agent will promptly notify the foregoing, Lenders of any such notice of prepayment delivered in connection with any refinancing of all termination or reduction of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness Aggregate Commitments or the occurrence Original Commitments. Any reduction of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) Aggregate Commitments shall be applied to the prepayment in full Original Commitment and Extended Commitment of each Lender, ratably, according to its Applicable Percentage. All fees accrued until the effective date of any termination of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and Aggregate Commitments shall be accompanied by accrued interest and fees paid on the amount prepaid to the effective date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17such termination.

Optional. The Borrower may If any other Event of Default shall have occurred and be continuing, the Agent shall, at any the direction of the Requisite Lenders: (A) declare (1) the principal of, and accrued interest on, the Loans and the Notes at the time and from time to time prepay the Loansoutstanding, in whole or in part, without premium or penalty, upon irrevocable notice delivered (2) an amount equal to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case Stated Amount of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case all Letters of ABR Loans, which notice shall specify Credit outstanding as of the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of 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 Event of Default, and (3) all of the other Obligations, including, but not limited to, the other amounts owed to the Lenders and the Agent under this Agreement, the Notes or condition any of the other Loan Documents, to be forthwith due and may be revoked payable, whereupon the same shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Borrower, subject (B) terminate the Commitments and the obligation of the Lenders to compliance with make Revolving Loans hereunder and the obligations under Section 2.17 in connection with any such revocation, in obligation of the event such contingency is not met. Each prepayment Issuing Lender to issue Letters of Loans under this clause Credit hereunder and (aC) shall be applied demand the deposit of cash collateral to the prepayment Collateral Account in full accordance with Section 10.4 in an amount equal to the Letter of Credit Liabilities as of such date plus any accrued and unpaid interest thereon. Further, if the Agent has exercised any of the aggregate rights provided under the preceding sentence, the Swingline Lender shall: (x) declare the principal amount of, and any accrued but unpaid interest with respect on, the Swingline Loans and the Swingline Note at the time outstanding, and all of the other Obligations owing to the 364-Day Tranche Loans before being applied Swingline Lender, to prepay be forthwith due and payable, whereupon the aggregate principal amount same shall immediately become due and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepaymentpayable without presentment, plusdemand, in the case protest or other notice of any Eurodollar Loans that kind, all of which are prepaid on any day other than expressly waived by the last day Borrower and (y) terminate the Swingline Commitment and the obligation of the Interest Period applicable Swingline Lender to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17make Swingline Loans.

Optional. The Borrower may may, upon written notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Committed Loans in whole or in part, part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) one Business Day prior to the date of any prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon irrevocable effectiveness of other financing or the occurrence of other events, in which case such notice delivered may be revoked by the Borrower, by notice to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days on or prior thereto, to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the case form of Eurodollar Loans, Exhibit B hereto and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Committed Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant 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 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each such prepayment of Loans under this clause (a) shall be applied to the prepayment in full Committed Loans of the aggregate principal amount and any accrued but unpaid interest Lenders in accordance with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17their respective Applicable Percentages.

Optional. (i) 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 and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 1:00 p.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant 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 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 . Any prepayment of a Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the principal installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in full accordance with their respective Applicable Percentages in respect of each of the aggregate principal amount and any accrued but unpaid interest with respect relevant Facilities. (ii) The Borrower may, upon notice to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest Swing Line Lender (with respect a copy to the 18-Month Tranche Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be received by the Swing Line Lender and shall be accompanied by accrued interest and fees the Administrative Agent not later than 1:00 p.m. on the amount prepaid to date of the prepayment. Each such notice shall specify the date fixed for and amount of such prepayment, plus, in . If such notice is given by the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itBorrower, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, any Revolving Borrowing in whole or in part, part without premium or penalty; provided that, upon irrevocable (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, three 11:00 a.m. (1) four (4) Business Days prior thereto, in the case to any date of Eurodollar Loans, prepayment of Term SOFR Loans and no later than 2:00 p.m., New York City time, (2) one (1) Business Day prior theretoto any date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the Revolving Borrowing(s) being prepaid, the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (determined based on such Lender’s Applicable Percentage in respect of each Revolving Borrowing (or portion thereof) being prepaid). 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of 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 Any prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by all accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable Revolving Borrowing(s) being prepaid, together with any additional amounts required pursuant to itSection 3.05. Subject to Section 2.14, the Borrower such prepayments shall pay any amounts due be paid to the Lenders as a result thereof pursuant to Section 2.17in accordance with their respective Revolving Loans being prepaid.

Optional. The Subject to the last sentence of this Section 2.04(a), any Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Revolving Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 9:00 a.m. (1) three Business Days prior thereto, in the case to any date of Eurodollar prepayment of Term SOFR Loans, and no later than 2:00 p.m., New York City time, (2) one Business Day prior theretoto any date of prepayment of Daily Simple SOFR Loans and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans or Daily Simple SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Types of Eurodollar Loans or ABR to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Periods of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). If any such notice is givengiven by any Borrower, such 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 . Any prepayment of a Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments , together with, in the case of Loans shall be in an aggregate principal amount a prepayment of $1,000,000 a Term SOFR Loan or a whole multiple of $500,000 in excess thereofDaily Simple SOFR Loan, any additional amounts required pursuant to Section 3.05. Notwithstanding the foregoing, any if such notice of prepayment delivered in connection with any refinancing of all of the Loans indicates that such prepayment is to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such refinancing or notice 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 prepayment may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any if such revocation, in the event such contingency New Financing is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17consummated.

Optional. (i) The Borrower may Borrowers may, upon notice by the Parent to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon1:00 pm (New York, New York City time, ) (A) three (3) Business Days prior thereto, in the case to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any partial prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and no later than 2:00 p.m.(3) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $50,000 in excess thereof or, New York City timeif less, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurodollar Loans or ABR Loans. Upon receipt of any such notice to be prepaid and 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. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest any additional amounts required pursuant to such date on Section 3.05. Each prepayment of the amount prepaid. Partial prepayments of Loans pursuant to this Section 2.03(a) shall be paid to the Appropriate Lenders in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 accordance with their respective Pro Rata Shares. (ii) Notwithstanding anything to the contrary contained in excess thereof. Notwithstanding this subsection (a), the foregoing, Parent may rescind any notice of prepayment delivered in connection with any under Section 2.03(a)(i) if such prepayment would have resulted from a refinancing of all of the Loans with the proceeds of such applicable Credit Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. (iii) Voluntary prepayments 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 Term Loans under this clause (a) permitted hereunder shall be applied as directed by the Parent. Voluntary prepayments of outstanding Revolving Loans shall be applied pro rata to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche outstanding Revolving Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, not result in a permanent reduction in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Revolving Commitments.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Committed Loans in whole or in part, part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that any such notice may state that such notice is conditioned upon irrevocable effectiveness of other financing or the occurrence of other events, in which case such notice delivered may be revoked by the Borrower, by notice to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days on or prior thereto, in to the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which date specified therein if such condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant 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 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each such prepayment of Loans under this clause (a) shall be applied to the prepayment in full Committed Loans of the aggregate Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment and (ii) any such prepayment shall be in a minimum principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and of $100,000. Each such notice shall be accompanied by accrued interest and fees on the amount prepaid to specify the date fixed for and amount of such prepayment, plus, in . If such notice is given by the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itBorrower, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. (i) The Borrower may Co-Borrowers may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Committed Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000.00 or a whole multiple of $500,000.00 in excess thereof or, in each case, if less, the case entire principal amount thereof then outstanding; and (C) any prepayment of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior theretoBase Rate Committed Loans shall be in a principal amount of $500,000.00 or a whole multiple of $100,000.00 in excess thereof or, in each case, if less, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant 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 Co-Borrowers, the Co-Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together with any refinancing of all of the Loans with the proceeds of additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full Committed Loans of the aggregate Lenders in accordance with their respective Applicable Percentages. (ii) The Co-Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000.00. Each such notice shall specify the date and any accrued but unpaid interest with respect to amount of such prepayment. If such notice is given by the 364Co-Day Tranche Loans before being applied to prepay Borrowers, the aggregate principal Co-Borrowers shall make such prepayment and the payment amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and specified in such notice shall be accompanied by accrued interest due and fees payable on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17specified therein.

Optional. The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in partpart and, except as set forth below in clause (d) below, without premium or penalty, upon irrevocable ; provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, 11:00 a.m. (New York City time, ) (A) three (3) Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000, or a whole multiple of $500,000 in excess thereof and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loanssuch prepayment. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount 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. Any prepayment of any Loan pursuant to this Section 2.03(a) shall be accompanied by all accrued interest thereon, together with accrued interest any additional amounts required pursuant to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereofSection 3.05. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Borrower may rescind any notice of prepayment delivered in connection with any under Section 2.03(a) if such prepayment would have resulted from a refinancing of all of the Loans with the proceeds of such Loan, which refinancing shall not be consummated 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 shall otherwise 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 metdelayed. Each prepayment of Loans under pursuant to this clause (aSection 2.03(a) shall be applied in an order of priority to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result repayments thereof required pursuant to Section 2.172.04 as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.04.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable penalty (except as provided in clause (iv) below); provided that (i) such notice delivered must be in a form acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans, (B) on the date of prepayment of Base Rate Loans, (C) five Business Days prior to any date of prepayment of Fixed Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall (x) specify the date and amount of such prepayment and whether the Facility and Type(s) of Loans to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans and (y) in the case of a prepayment that is an Additional Term Loan Prepayment, such notice shall be accompanied by (I) a certificate of Eurodollar Loans or ABR Loans. Upon receipt a Responsible Officer to the Administrative Agent, countersigned by each of the Term Loan Lenders, certifying that the requirements for such Additional Term Loan Prepayment have been satisfied and the amount of any such notice Additional Cashless Term Loan Prepayment and (II) any other tax documentation reasonably requested by the Administrative Agent shall from the Borrower or any applicable Term Loan Lender. The Administrative Agent will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Aggregate Revolving Credit Commitment or Aggregate Term Loan Commitment, as applicable). 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 . Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05 (including the capitalization of any interest to be paid-in-kind). Partial prepayments Any Additional Term Loan Prepayment of a Fixed Rate Loan shall be accompanied by all accrued interest on the amount prepaid (including the capitalization of any interest to be paid-in-kind) to the extent that such interest is permitted to be paid under Section 11.01. Subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities; provided that, if a joint notice signed by each Term Loan Lender in form reasonably satisfactory to the Administrative Agent is delivered to the Administrative Agent at least one Business Day prior to the date of an Additional Term Loan Prepayment, such prepayment shall be applied among the Term Loan Lenders as directed by such joint notice. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof100,000. Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the Borrower, subject the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Except as set forth in clause (d) of Section 11.01 and notwithstanding anything to compliance with the obligations under contrary contained herein, the Borrower shall not be permitted to prepay the Term Loan Facility (pursuant to Section 2.17 in connection with any such revocation2.05(a)(i) or otherwise) until the occurrence of the Revolving Credit Facility Termination Date, provided that the Administrative Agent, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the its sole discretion, may permit a prepayment in full of the aggregate principal amount and any accrued but unpaid interest Term Loan Facility on the Revolving Credit Facility Termination Date, provided further that the Administrative Agent will not release funds paid with respect to the 364-Day Tranche Loans before being applied Term Loan Facility to prepay any Term Loan Lender until the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plusAdministrative Agent has deemed, in its reasonable discretion, that the case of any Eurodollar Loans that are prepaid on any day other than Revolving Credit Facility Termination Date has occurred. (iv) The Administrative Agent shall apply an Additional Cashless Term Loan Prepayment by reducing the last day principal of the Interest Period applicable outstanding Term Loans to it, be prepaid as set forth in the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to relevant notice described in clause (i) of this Section 2.172.05(a).

Optional. The Borrower may may, upon written notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Committed Loans in whole or in part, part without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m. (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) one Business Day prior to the date of any prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided, further, that any such notice may state that such notice is conditioned upon irrevocable effectiveness of other financing or the occurrence of other events, in which case such notice delivered may be revoked by the Borrower, by notice to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days on or prior thereto, to the date specified therein if such condition is not satisfied. Each such notice shall be substantially in the case form of Eurodollar Loans, Exhibit B hereto and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Committed Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant 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 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each such prepayment of Loans under this clause (a) shall be applied to the prepayment in full Committed Loans of the aggregate principal amount and any accrued but unpaid interest Lenders in accordance with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17their respective Applicable Percentages.

Optional. The Borrower may or a Designated Borrower may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered to (including any conditional notice) must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, noon Pacific Time (A) three Business Days prior thereto, in to any date of prepayment of Eurocurrency Rate Loans and (B) on the case date of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case prepayment of ABR Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of ABR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, which in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant 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 Borrower or a Designated Borrower, the Borrower or such Designated Borrower, as applicable, shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or ; provided that a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing by the Borrower or a Designated Borrower may state that such notice is conditioned upon the effectiveness of all of the Loans with the proceeds of such refinancing or of other credit facilities, any other incurrence of Indebtedness Capital Market Transaction or the occurrence of some any other identifiable event or conditiontransaction, may be, if expressly so stated to be, contingent upon the consummation of in which case such refinancing or incurrence or occurrence of such other identifiable event or condition and notice may be revoked by the Borrower, subject Borrower or such Designated Borrower (by notice to compliance with the obligations under Section 2.17 in connection with any Administrative Agent on or prior to the specified effective date) if such revocation, in the event such contingency condition is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17satisfied.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Loans, Revolving Loans in whole or in part, part without premium or penaltypenalty subject to Section 3.05; provided that, upon irrevocable unless otherwise agreed by the Administrative Agent, (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three (3) Business Days prior theretoto any date of prepayment of Term SOFR Loans and (2) on the date of prepayment of SOFR Daily Floating Rate Loans or Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $2,500,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of SOFR Daily Floating Rate Loans or Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). 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 . Any prepayment of any Term SOFR Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereofhereof (or, if less, the entire principal thereof then outstanding). Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Term B Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of prepayment and such prepayment, whether the prepayment is of Eurodollar Loans to be prepaid are Term B Loans or ABR LoansRevolving Credit Loans and the Type(s) of Loans to be prepaid. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant 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 Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest any additional amounts required pursuant to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of 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 met3.05. Each prepayment of the outstanding Term B Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the principal repayment installments thereof on a pro rata basis, and each such prepayment in full shall be applied to the Loans of the aggregate Appropriate Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and of $100,000. Each such notice shall be accompanied by accrued interest and fees on the amount prepaid to specify the date fixed for and amount of such prepayment, plus, in . If such notice is given by the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itBorrower, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. The Borrower may at elect to prepay any time of the Loans without penalty or premium except as set forth in Section 2.9 and from time to time prepay the Loansafter giving by 10:00 a.m. (Chicago, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City Illinois time, three Business Days prior thereto, ) (i) in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one at least three Business Day prior thereto, Days’ or (ii) in the case of ABR Loans, which one Business Day’s prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of prepayment and whether each Revolving Borrowing or portion thereof to be prepaid. Notwithstanding the prepayment is foregoing, the Borrower may (subject to payment to the Lenders of Eurodollar any applicable amounts under Section 2.9 hereof) rescind or postpone any notice to prepay any Loans if such repayment would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or ABR Loansshall otherwise be delayed. Upon Promptly following receipt of any such notice relating to a Revolving Borrowing, the Administrative Agent shall promptly notify each relevant Lender advise the Lenders of the contents thereof. Each prepayment of a Revolving Borrowing shall be applied ratably to the Loans included in the prepaid Revolving Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.7 and any break funding payments required by Section 2.9. If any such notice is given, the Borrower shall prepay Loans comprising part of the same Revolving Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice shall be due and payable on the date specified thereinnotice, together with accrued interest to the date of such date prepayment on the principal amount prepaid. Partial prepayments prepaid and amounts, if any, required to be paid pursuant to Section 2.9 as a result of such prepayment being made on such date; provided that (A) each optional prepayment of Eurodollar Loans shall be in an aggregate principal a minimum amount not less than $500,000 and in multiple integrals of $1,000,000 or 100,000 in excess thereof and (B) each optional prepayment of ABR Loans shall be in a whole minimum amount not less than $500,000 and in multiple integrals of $500,000 50,000 in excess thereof. Notwithstanding the foregoing, the Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice of prepayment delivered in connection with any under this Section 2.4(b) if such prepayment would have resulted from a refinancing of all of the Loans with the proceeds of such this Agreement, which refinancing shall not be consummated 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 shall otherwise be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17delayed.

Optional. (i) The Borrower may may, upon notice in the form of the Prepayment Notice delivered to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, p.m. (1) three Business Days prior thereto, in the case to any date of prepayment of Eurodollar Loans, Rate Loans and no later than 2:00 p.m., New York City time, (2) one Business Day prior theretoto any date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment and whether (ii) the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any voluntary prepayment of a Loan pursuant to this Section 2.05(a)(i) shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Subject to Section 2.16, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i) shall be applied as directed by the Borrower to the installments thereof. All payments made pursuant to this Section 2.05(a) shall be applied on a pro rata basis to each Lender holding Loans of the applicable Facility being prepaid. (ii) The Borrower may, upon notice in the form of the Swing Line Loan Prepayment Notice delivered to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 or a whole multiple 500,000 and in integral multiples of $500,000 in excess thereof100,000. Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. (i) The Borrower may at on any time Business Day elect to Convert all or any portion of the Advances comprising the same Borrowing from one Type into Advances of the other Type, and from time to time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurodollar LoansRate Advances, and may elect Interest Periods therefor, all as provided in this Section 2.11. The Borrower may elect different options with respect to different portions of any Borrowing, in which case each such portion shall be allocated ratably among the Lenders in accordance with their Commitments. At no later than 2:00 p.m.time shall the total number of different Interest Periods for all Eurodollar Rate Advances outstanding exceed fifteen. (ii) To make an election pursuant to this Section 2.11(a), the Borrower shall give the Administrative Agent prior written notice (or telephonic notice promptly confirmed in writing) by telecopier or electronic mail (a “Notice of Conversion/Continuation”) of the Conversion or Continuation, as the case may be, (i) by 11:00 a.m. (New York City time) on the requested date of a Conversion into Base Rate Advances and (ii) by 2:00 p.m. (New York City time) three Business Days prior to a Continuation of or Conversion into Eurodollar Rate Advances; provided, one Business Day prior theretohowever, that any Conversion of Eurodollar Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurodollar Rate Advances, any Conversion of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(b), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(b) and each Conversion of Advances comprising part of the same Borrowing shall be made ratably among the Lenders in accordance with their Commitments. Each such Notice of Conversion/Continuation shall be irrevocable and shall specify (A) if different options are being elected with respect to different portions of the relevant Borrowing, the portions thereof that are to be allocated to each resulting election (in which case the information to be specified pursuant to clauses (C) and (D) shall be specified for each resulting portion); (B) the effective date of ABR Loansthe election made pursuant to such Notice of Conversion/Continuation, which notice shall specify the date and amount of prepayment and be a Business Day; (C) whether the prepayment is resulting Borrowings are to be comprised of Base Rate Advances or Eurodollar Rate Advances; and (D) if the resulting Borrowings are to be comprised of Eurodollar Loans Rate Advances, the Interest Period applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of “Interest Period”. If any such Notice of Conversion/Continuation requests that the relevant Borrowing be comprised of Eurodollar Rate Advances but does not specify an Interest Period, the Borrower shall be deemed to have selected an Interest Period of one month. Each Notice of Conversion/Continuation shall be irrevocable and binding on the Borrower. (iii) If, on the expiration of any Interest Period in respect of any Eurodollar Rate Advances, the Borrower shall have failed to deliver a Notice of Conversion/Continuation, then, unless such Advances are repaid as provided herein, the Borrower shall be deemed to have elected to Convert such Advances to Base Rate Advances. No Advances may be Converted into, or ABR Loans. Continued as, Eurodollar Rate Advances if an Event of Default has occurred and is continuing, unless the Administrative Agent and the Required Lenders shall have otherwise consented in writing. (iv) Upon receipt of any such notice Notice of Conversion/Continuation, 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds details thereof and of such refinancing or Lender’s ratable share of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17each election.

Optional. The Borrower shall have no right to prepay any principal amount of any Advance except as provided in this Section 2.05(a) and all notices given pursuant to this Section 2.05(a) shall be irrevocable and binding upon the Borrower. Each payment of any Advance pursuant to this Section 2.05(a) shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part other than Advances owing to a Defaulting Lender as provided in Section 2.16. The Borrower may at any time and from time to time prepay the LoansAdvances, in whole or in partafter giving by 11:00 a.m. (Houston, without premium or penaltyTexas time), upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, (i) in the case of Eurodollar LoansRate Advances, and no later than 2:00 p.m., New York City time, one at least three Business Day prior thereto, Days’ or (ii) in the case of ABR LoansReference Rate Advances, which same Business Day’s, irrevocable prior written notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of any such notice to the Administrative Agent shall promptly notify each relevant Lender thereofstating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Borrower shall prepay the Advances in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice shall be due and payable on the date specified thereinnotice, together with accrued interest to the date of such date prepayment on the principal amount prepaid. Partial prepayments prepaid and amounts, if any, required to be paid pursuant to Section 2.12 as a result of Loans such prepayment being made on such date; provided, however, that each partial prepayment with respect to: (A) any amounts prepaid in respect of Eurodollar Rate Advances shall be applied to Eurodollar Rate Advances comprising part of the same Borrowing; (B) any prepayments made in respect of Reference Rate Advances shall be made in a minimum amounts of $1,000,000 and in integral multiples of $250,000 in excess thereof, (C) any prepayments made in respect of any Borrowing comprised of Eurodollar Rate Advances shall be made in an aggregate principal amount of at least $3,000,000 and in integral multiples of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered and in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the an aggregate principal amount and any accrued but unpaid interest such that after giving effect thereto such Borrowing shall have a remaining principal amount outstanding with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount such Borrowing of at least $3,000,000, and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and (D)(1) if an AutoBorrow Agreement is not in effect, each optional prepayment of Swing Line Advances shall be accompanied by accrued interest in a minimum amount not less than $500,000 and fees on the amount prepaid to the date fixed for prepaymentin multiple integrals of $100,000 in excess thereof and (2) if an AutoBorrow Agreement is in effect, plus, each prepayment of Swing Line Advances shall be made as provided in the case such AutoBorrow Agreement.. Full prepayments of any Eurodollar Loans that Borrowing are prepaid on any day other than the last day permitted without restriction of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17amounts.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered must be in a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, noon (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant 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 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 provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Any prepayment of a Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments , together with any additional amounts required pursuant to Section 3.05, if applicable. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of Loans the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 or 100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing by the Borrower may state that such notice is conditioned upon the effectiveness of all other credit facilities or the closing of the Loans with another transaction, the proceeds of which will be used to prepay any outstanding Obligations, in which case such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, prepayment may be, if expressly so stated to be, contingent be conditional upon the consummation of such refinancing or incurrence or occurrence effectiveness of such other identifiable event credit facilities or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any closing of such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17transaction.

Optional. (i) The Borrower may Company may, upon notice to the Administrative Agent, at any time and or from time to time time, voluntarily prepay the Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 1:00 p.m. (1) three Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR Loansto be prepaid. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If any such notice is givengiven by the Company, the Company 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 Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest any additional amounts required pursuant to such date on Section 3.07. (ii) [Reserved]. (iii) [Reserved]. (iv) Notwithstanding anything to the amount prepaid. Partial prepayments of Loans shall be contrary contained in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding this Agreement, the foregoing, Company may rescind any notice of 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 2.06(a)(i) if such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment would have resulted from a refinancing in full of the aggregate principal amount and any accrued but unpaid interest with respect Facility, which refinancing shall not be consummated or shall otherwise be delayed. (v) Notwithstanding anything to the 364-Day Tranche Loans before being applied contrary contained in this Agreement, if the Company fails to prepay the aggregate principal amount and make any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees prepayment under Section 2.06(a)(i) on the prepayment date specified in the applicable prepayment notice, no Default or Event of Default shall result from such failure so long as the Company makes such prepayment within one Business Day of the specified prepayment date; provided that interest shall accrue on the unpaid amount prepaid from the specified prepayment date to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due actual prepayment at an interest rate equal to the Lenders as Base Rate plus the Applicable Margin regardless of whether the Loan being prepaid is a result thereof pursuant to Section 2.17Base Rate Loan or a Eurocurrency Rate Loan, which interest shall be payable on the applicable interest payment date.

Optional. (i) 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 and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 accrued interest to ; provided that any such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of a prepayment delivered to be made in connection with any refinancing of all of the Loans Facilities with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or conditionIndebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence (provided further that the failure of such other identifiable event contingency shall not relieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (x) ratably to the Term A Facility and the Term B Facility and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities; provided that such prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 3.05. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or condition from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and may the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be revoked in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. (i) 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 and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered must be in a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in the following order (x) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date for each Term Facility (on a pro-rata basis among the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans; provided that if there is no scheduled payment for one or more of the Term Facilities in the three (3) month period following such prepayment, prepayments shall be applied only to the scheduled payments of the Term Facilities that have scheduled payments in the three (3) month period following such prepayment), and (y) thereafter, to the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis both (a) as amongst the Closing Date Term Loans, the Term A-1 Loans and the Term A-2 Loans and (b) as amongst the remaining principal repayment installments of the Term Loans). Subject to Section 2.16, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 or a whole multiple 100,000, or, if less, the entire principal amount of $500,000 in excess thereofSwing Line Loans then outstanding. Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable penalty (except as provided in clause (iv) below); provided that (i) such notice delivered must be in a form acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans, (B) on the date of prepayment of Base Rate Loans, (C) five Business Days prior to any date of prepayment of Fixed Rate Loans; (ii) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Facility, Type(s) and, if applicable, Tranche, of Eurodollar Loans or ABR to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Aggregate Revolving Credit Commitment or Aggregate Term Loan Commitment with respect to the relevant Lender thereofTranche, as applicable). 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 . Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Any Additional Term Loan Prepayment of Loans a Fixed Rate Loan shall be accompanied by all accrued interest on the amount prepaid (including the capitalization of any interest to be paid-in-kind) to the extent that such interest is permitted to be paid under Section 11.01. Subject to Section 2.16, each such prepayment shall be paid to the Lenders in an aggregate principal amount accordance with their respective Applicable Percentages in respect of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all each of the Loans with relevant Facilities and Tranches. (ii) [Reserved.] (iii) Except as set forth in clause (d) of Section 11.01 and notwithstanding anything to the proceeds of such refinancing contrary contained herein, the Borrower shall not be permitted to prepay the Term Loan Facility (pursuant to Section 2.05(a)(i) or of any other incurrence of Indebtedness or otherwise) until the occurrence of some other identifiable event or conditionthe Revolving Credit Facility Termination Date, provided that the Administrative Agent, in its sole discretion, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the permit a prepayment in full of the aggregate principal amount and any accrued but unpaid interest Term Loan Facility on the Revolving Credit Facility Termination Date, provided further that the Administrative Agent will not release funds paid with respect to the 364-Day Tranche Loans before being applied Term Loan Facility to prepay any Term Loan Lender until the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plusAdministrative Agent has deemed, in its reasonable discretion, that the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Revolving Credit Facility Termination Date has occurred.

Optional. The Each Borrower may may, upon notice from the Parent Borrower to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered must be in a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three (3) Business Days (or such shorter time period as may be agreed by the Administrative Agent in its sole discretion) prior thereto, in the case to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans, ; and no later than 2:00 p.m., New York City time, one Business Day prior thereto, (ii) any prepayment of Eurodollar Rate Loans shall be in the case a principal amount of ABR Loans, which $1,000,000 or a whole multiple of $1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If any such notice is givengiven by the Parent Borrower, the applicable Borrower shall make such prepayment and the prepayment amount specified in such notice shall be due and payable on the date specified therein, together with provided, however, that notwithstanding anything to the contrary contained herein, any such prepayment notice may be conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions; provided, further, that, the Parent Borrower must affirmatively rescind any such prepayment notice by a subsequent written notice to the Administrative Agent, if the condition in an original prepayment notice shall fail to be satisfied by the proposed effective date of such prepayment, and upon the Administrative Agent’s receipt of such rescinding notice, shall have no obligation to make any prepayment in respect of such earlier prepayment notice. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any additional amounts due to the Lenders as a result thereof required pursuant to Section 2.173.5.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Loans in whole or in part, part without premium or penaltypenalty subject to Section 3.05; provided that, upon irrevocable unless otherwise agreed by the Administrative Agent, (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (x) three (3) Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (y) five (5) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (z) on the date of prepayment of Base Rate Loans; (B) any optional prepayment of Eurocurrency Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any optional prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such optional prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of principal shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial Each optional prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i) shall be applied to the principal repayment installments thereof in direct order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereofhereof (or, if less, the entire principal thereof then outstanding). Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the Borrower, subject to compliance with the obligations under Section 2.17 Borrower shall make such prepayment and the payment amount specified in connection with any such revocation, in notice shall be due and payable on the event such contingency is not metdate specified therein. Each Any prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by all accrued interest and fees on the amount prepaid to the date fixed for prepaymentprepaid, plus, in the case of together with any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any additional amounts due to the Lenders as a result thereof required pursuant to Section 2.173.05.

Optional. The Borrower may at any time and from time elect to time prepay the Loansprepay, in whole or in part, without premium or penaltyany of the Loans owing by it to the Lenders, upon irrevocable after giving prior written notice delivered of such election to the Administrative Agent by no later than 12:00 Noon11:00 a.m. (New York, New York City time, three 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 to such prepayment stating the case of ABR Loans, which notice shall specify the proposed date and aggregate principal amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereofprepayment. If any such notice is given, the Administrative Agent shall give prompt notice thereof to each Lender and the Borrower shall prepay Loans comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice shall be due and payable on the date specified thereinnotice, together with accrued interest to the date of such date prepayment on the principal amount prepaid. Partial prepayments prepaid and amounts, if any, required to be paid pursuant to Section 2.08 as a result of Loans such prepayment being made on such date; provided, however, that each partial prepayment shall be in an aggregate principal amount not less than $250,000 and in integral multiples of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereofthereof (or such lesser amount as may then be outstanding). Notwithstanding the foregoing, any Each notice of prepayment delivered in connection with any refinancing of all respect to an optional prepayment under this Section 2.07(b) shall specify the prepayment date and the principal amount of the Loans with (or portion thereof) to be prepaid, shall be irrevocable and shall commit the proceeds of Borrower to prepay 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 borrowing by the Borroweramount stated therein, subject to compliance together with the obligations under Section 2.17 in connection with any interest then accrued and unpaid on such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest applicable Make-Whole Amount and Repayment Premium with respect thereto, on the date stated therein (and all such amounts shall become due and payable for all purposes hereunder on such date). All prepayments under this Section 2.07(b) shall be subject to the 364Make-Day Tranche Loans before being applied to prepay Whole Amount and the aggregate principal amount Repayment Premium in accordance with Section 2.07(b) and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and Section 2.07(c), respectively. All prepayments under this Section 2.07(b) shall be accompanied by a cash payment of the accrued and unpaid interest and fees on the principal amount to be prepaid to but excluding the date fixed for prepayment, plus, in the case of payment together with any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Make-Whole Amount and Repayment Premium with respect thereto.

Optional. The Subject to the last sentence of this Section 2.05(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 and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in full accordance with their respective Applicable Percentages in respect of each of the aggregate principal amount and any accrued but unpaid interest with respect relevant Facilities. Notwithstanding anything to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itcontrary contained herein, the Borrower shall pay any amounts due not be permitted to prepay the Lenders as a result thereof Term Loan Facility pursuant to this Section 2.172.05(a) during the period from the Closing Date through the date ten Business Days thereafter.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Loans, Revolving Loans in whole or in part, part without premium or penaltypenalty subject to Section 3.05; provided that, upon irrevocable unless otherwise agreed by the Administrative Agent, (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three (3) Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage). 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 . Any prepayment of principal shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereofhereof (or, if less, the entire principal thereof then outstanding). Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the Borrower, subject to compliance with the obligations under Section 2.17 Borrower shall make such prepayment and the payment amount specified in connection with any such revocation, in DB1/ 88815292.10 notice shall be due and payable on the event such contingency is not metdate specified therein. Each Any prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by all accrued interest and fees on the amount prepaid to the date fixed for prepaymentprepaid, plus, in the case of together with any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any additional amounts due to the Lenders as a result thereof required pursuant to Section 2.173.05.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered must be in a form acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three (3) Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of principal shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereofhereof (or, if less, the entire principal thereof then outstanding). Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the Borrower, subject to compliance with the obligations under Section 2.17 Borrower shall make such prepayment and the payment amount specified in connection with any such revocation, in notice shall be due and payable on the event such contingency is not metdate specified therein. Each Any prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by all accrued interest and fees on the amount prepaid to the date fixed for prepaymentprepaid, plus, in the case of together with any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any additional amounts due to the Lenders as a result thereof required pursuant to Section 2.173.05.

Optional. The Borrower principal amount of any Base Rate Advance, including any Swingline Loan, may be prepaid in full or ratably in part at any time time, without premium or penalty and from time without regard to time prepay the LoansPayment Date for such Advance. The principal amount of any LIBOR Advance may be prepaid in full or ratably in part, upon three (3) Business Days’ prior written notice (in the case of any LIBOR Advance denominated in Dollars) or upon four (4) Business Days (or five, in whole the case of prepayment of Loans denominated in Special Notice Currencies) prior written notice (in the case of any LIBOR Advance denominated in an Alternative Currency), or in parttelephonic notice followed immediately by written notice, to the Administrative Agent, without premium or penalty; provided, however, that, to the extent prepaid prior to the applicable Payment Date for such LIBOR Advance, the Company or the relevant Subsidiary Borrower shall reimburse the applicable Lenders, on the earlier of demand by the applicable Lender or the Maturity Date, for any loss or out-of-pocket expense incurred by any such Lender in connection with such prepayment, as set forth in Section 2.9 hereof; and provided further, however, that (i) the Company’s or any relevant Subsidiary Borrower’s failure to confirm any telephonic notice with a written notice shall not invalidate any notice so given if acted upon irrevocable notice delivered to by the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, (ii) any notice of 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 given hereunder may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with relevant Borrower at any such revocation, in the event such contingency is not mettime. Each Any prepayment of Loans under this clause (a) hereunder shall be applied in amounts of not less than $2,000,000.00 and in an integral multiple of $1,000,000.00. Amounts prepaid pursuant to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest this Section 2.6(a), with respect to the 364-Day Tranche Revolving Loans before being applied to prepay the aggregate principal amount or Swingline Loans, shall be fully revolving and any accrued but unpaid interest with respect accordingly may be reborrowed, subject to the 18-Month Tranche Loans terms and conditions hereof. Amounts prepaid shall be accompanied by paid together with accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17so prepaid.

Optional. (i) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltymay, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, at least three Business Days prior theretoto the date of such prepayment, in the case of Eurodollar LoansTerm SOFR Advances, Eurocurrency Rate Advances or Daily Simple XXXXX Advances, and no not later than 2:00 p.m., 11:00 A.M. (New York City time, one Business Day prior thereto) on the date of such prepayment, in the case of ABR LoansBase Rate Advances, which notice shall specify to the Agent stating the proposed date and aggregate principal amount of prepayment the prepayment, and whether the prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any if such notice is givengiven the Borrower shall, prepay the outstanding principal amount specified of the Advances comprising part of the same Borrowing in such notice shall be due and payable on the date specified thereinwhole or ratably in part, together with accrued interest to the date of such date prepayment on the principal amount prepaid. Partial prepayments ; provided, however, that (x) each partial prepayment of Loans Advances shall be in an aggregate principal amount of $1,000,000 not less than the Borrowing Minimum or a whole multiple of $500,000 Borrowing Multiple in excess thereof, (y) in the event of any such prepayment of a Term SOFR Advance or Eurocurrency Rate Advance, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04 and (z) any prepayment in respect of the Tranche B2 Facility shall be subject to Section 2.10(a)(ii) below. Notwithstanding Any prepayments pursuant to this Section 2.10(a) may be made with respect to one or more Facilities as may be determined by the foregoing, Borrower and shall not be required to be made ratably across the Facilities. Any prepayment with respect to the Tranche B Facility or the Tranche B2 Facility shall be applied to the remaining amortization payments thereunder as directed by the Borrower. The Borrower may rescind any notice of prepayment delivered in connection with any respect to the Tranche B Facility or the Tranche B2 Facility under this Section 2.10(a) if such prepayment would have resulted from a refinancing of all of the Tranche B Facility or the Tranche B2 Facility, as applicable, which refinancing shall not be consummated or shall otherwise be delayed. (ii) In the event that (other than in connection with a refinancing of the entirety of the Facilities in connection with a Change in Control) on or prior to the date that is six months after the Third Amendment Effective Date, (i) all or any portion of the Tranche B2 Loans with are prepaid or repaid from the proceeds of such refinancing an issuance or of any other incurrence of Indebtedness by the Borrower or any of its Subsidiaries (including any Specified Refinancing Debt or Incremental Facility or any other refinancing or incremental facility effected pursuant to an amendment of this Agreement) and the occurrence effective yield (in each case, to be determined in the reasonable discretion of some the Administrative Agent consistent with generally accepted financial practices, after giving effect to margins and any applicable interest rate “floors”, recurring fees and all other identifiable event upfront or conditionsimilar fees or original issue discount, may but excluding the effect of any bona fide arrangement, structuring, syndication or other fees payable in connection therewith that are not shared with all lenders or holders thereof) is, or upon satisfaction of specified conditions could be, if expressly so stated lower than the effective yield in respect of the Tranche B2 Loans (as determined on the same basis) or (ii) a Tranche B2 Lender is deemed a Non-Approving Lender and must assign its Tranche B2 Loans pursuant 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 2.18(b) in connection with any waiver, amendment or modification that would reduce the effective yield in effect with respect to such revocationTranche B2 Loans (each of clauses (i) and (ii), a “Repricing Event”), then in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of each case the aggregate principal amount and any accrued but unpaid interest so prepaid or repaid or assigned will be subject to a fee payable by the Borrower equal to 1.00% of the principal amount of Tranche B2 Loans prepaid or repaid or assigned in connection with respect such Repricing Event, on the date of such Repricing Event. Such fee shall be paid by the Borrower to the 364Agent, for the account of the Tranche B2 Lenders or such Non-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees Approving Lenders, on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17such Repricing Event.

Optional. The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time prepay the Loans, in whole or in partthereafter, without premium or penalty, upon irrevocable voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part; provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, 1:00 p.m. (New York City time, ) (A) three (3) Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $2,500,000, or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case entire principal amount thereof then outstanding; provided further that repayments of Eurodollar any Revolving Credit Loans shall be made ratably among the Class A Revolving Credit Loans and the Class B Revolving Credit Loans, and no later other than 2:00 p.m., New York City time, one Business Day prior thereto, prepayments in connection with a non-pro-rata reduction of the case of ABR Loans, which Revolving Credit Commitments. 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 ABR Loansand the order of Borrowing(s) to be prepaid. 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 Pro Rata Share or other applicable share provided for under this Agreement 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of 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 Any prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and a Eurocurrency Rate Loan shall be accompanied by all accrued interest and fees on the amount prepaid thereon, together with any additional amounts required pursuant to the date fixed for prepayment, plus, in Section 3.05. In the case of any Eurodollar Loans that are prepaid on any day other than the last day each prepayment of the Interest Period applicable Revolving Credit Loans pursuant to itthis Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall pay any amounts due be paid to the Appropriate Lenders as a result thereof pursuant to Section 2.17in accordance with their respective Pro Rata Shares.

Optional. The Borrower may may, upon, subject to clause ‎(iii) below, written notice to the Administrative Agent by the Borrower, at any time and or from time to time voluntarily prepay the Loans, Term Loans of any Class and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable penalty (subject to Section 2.05(a)(iv)); provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, 1:00 p.m. New York City time, time (A) three Business Days prior thereto, in the case to any date of Eurodollar Loans, prepayment of Eurocurrency Rate Loans and no later than 2:00 p.m., New York City time, (A) one Business Day prior theretoto any prepayment of Base Rate Loans, in each case, unless the case Administrative Agent agrees to a shorter period in its discretion; (1) any prepayment of ABR LoansEurocurrency Rate Loans shall be in a minimum Principal Amount of $1,000,000, which or a whole multiple of $250,000 in excess thereof; and (1) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurodollar Loans or ABR Loansto be prepaid; provided that from the Amendment No. Upon receipt of any such notice 5 Effective Date until the Maturity Date with respect to the Non-Extended Revolving Credit Facility, all Revolving Credit Loans shall be prepaid on a pro rata basis between the Non-Extended Revolving Credit Facility and the Extended Revolving Credit Facility. 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 Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If any Subject to Section 2.05(iii) below, if 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of 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 Any prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and a Eurocurrency Rate Loan shall be accompanied by all accrued interest and fees on the amount prepaid thereon to the date fixed for prepaymentsuch date, plus, in together with any additional amounts required pursuant to ‎Section 3.05. In the case of any Eurodollar Loans that are prepaid on any day other than the last day each prepayment of the Interest Period applicable Loans pursuant to itthis ‎Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments) to be repaid, and such payment shall pay any amounts due be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as a result thereof pursuant to Section 2.17provided for under this Agreement.

Optional. The (i) Each Borrower may may, upon notice from the Company to the Administrative Agent, at any time and or from time to time time, voluntarily prepay the Loans, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Eurocurrency Rate Committed Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurodollar Committed Loans or ABR Loansto be prepaid. 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 Pro Rata Share of such prepayment. If any such notice is givengiven by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest any additional amounts required pursuant to Section 3.07. Each prepayment of the Loans pursuant to this Section 2.06(a) shall be applied among the Facilities in such date on amounts as the amount prepaid. Partial prepayments Company may direct in its sole discretion, provided that any such prepayment of the Term Loans shall be applied against the then remaining scheduled amortization payments under the Term Loans in an aggregate principal amount order of $1,000,000 or their maturities. Each prepayment in respect of a whole multiple particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) No Bid Loan may be prepaid without the prior consent of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered applicable Bid Loan Lender; provided that in connection with any the repayment in full or refinancing of all of the Loans Facilities, if any Bid Loan is outstanding at such time, the Company shall be permitted to deposit with the proceeds Administrative Agent cash or deposit account balances (or a letter of credit) pursuant to documentation reasonably satisfactory to such Bid Loan Lender in an amount equal to the sum of the outstanding principal amount of such refinancing Bid Loan and the remaining interest payments on such Bid Loan. (iii) The Company may, upon notice to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or of any other incurrence of Indebtedness from time to time, voluntarily prepay Swing Line Loans in whole or the occurrence of some other identifiable event in part without premium or condition, may be, if expressly so stated to be, contingent upon the consummation of penalty; provided that (A) such refinancing or incurrence or occurrence of such other identifiable event or condition and may notice must be revoked received by the BorrowerSwing Line Lenders and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, subject to compliance with the obligations under Section 2.17 in connection with (B) any such revocation, prepayment shall be in a minimum principal amount of the event lesser of $100,000 and the total principal amount of the Swing Line Loans then outstanding and (C) any such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied ratably to the outstanding Swing Line Loans held by the respective Swing Line Lenders. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in full such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Company may rescind any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(iii) if such prepayment would have resulted from a refinancing of all of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and Facilities, which refinancing shall not be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower consummated or shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17otherwise be delayed.

Optional. The (i) Each Borrower may may, upon notice from such Borrower to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Term Loans or the Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered must be in a form acceptable to the Administrative Agent no later than 12:00 Noon, New York City time, Agent (1) three Business Days prior thereto, in the case to any date of Eurodollar prepayment of Eurocurrency Rate Loans or Canadian CDOR Rate Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto(2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (C) any prepayment of Canadian CDOR Rate Loans shall be in a minimum principal amount of CAD1,000,000 or a whole multiple of CAD1,000,000 in excess thereof; and (D) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the case entire principal amount thereof then outstanding, and (E) any prepayment of ABR Loans, which Canadian Prime Rate Loans shall be in a minimum principal amount of CAD1,000,000 or a whole multiple of CAD1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans to be prepaid and, if Eurocurrency Rate Loans or ABR Canadian CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). If any such notice is givengiven by a Borrower, such 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 . Any prepayment of a Eurocurrency Rate Loan or Canadian CDOR Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i) shall be applied ratably to the Term Facility, and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the relevant Facility. (ii) Either Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof100,000. Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the a Borrower, subject to compliance with such Borrower shall make such prepayment and the obligations under Section 2.17 payment amount specified in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) notice shall be applied to the prepayment in full of the aggregate principal amount due and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees payable on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17specified therein.

Optional. (i) The Borrower may Borrowers may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Acquisition Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof; or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). If any such notice is givengiven by any Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Acquisition Loans under pursuant to this clause (aSection 2.05(a) shall be applied to reduce the prepayment in full then remaining Scheduled Repayments pro rata (based upon the then remaining principal amounts of the aggregate Scheduled Repayments after giving effect to all prior reductions thereto); provided that, at any time the Borrowers may, at their option, direct that any voluntary prepayment of Acquisition Loans pursuant to this Section 2.05(a) be applied (in which case it shall be applied), first, to reduce the first four immediately succeeding Scheduled Repayments (after giving effect to all prior reductions thereto) as of the date of the respective payments pursuant to this Section 2.05(a) in direct order of maturity and second, to the extent in excess thereof, as otherwise provided above without regard to this proviso; (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and any accrued but unpaid interest with respect to amount of such prepayment. If such notice is given by the 364-Day Tranche Loans before being applied to prepay Borrowers, the aggregate principal Borrowers shall make such prepayment and the payment amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and specified in such notice shall be accompanied by accrued interest due and fees payable on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17specified therein.

Optional. The (i) Borrower may may, upon notice from the Borrower to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, any Class or Classes of Loans in whole or in part, part without premium or penalty, upon irrevocable penalty (except as set forth in Section 2.05(a)(ii)); provided that (i) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, 11:00 a.m. one Business Day prior theretoto any date of prepayment of Loans; (ii) any prepayment of Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in if less, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) of Eurodollar Loans or ABR Loansto be prepaid. 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 ratable portion of such prepayment. If any The Borrower shall make such notice is given, prepayment and the prepayment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest provided, however, that notwithstanding anything to the contrary contained herein, any such prepayment notice may be conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions; provided, further, that, the Borrower must affirmatively rescind any such prepayment notice by a subsequent written notice to the Administrative Agent, if the condition in an original prepayment notice shall fail to be satisfied by the proposed effective date on of such prepayment, and upon the amount prepaidAdministrative Agent’s receipt of such rescinding notice, shall have no obligation to make any prepayment in respect of such earlier prepayment notice. Partial prepayments Any prepayment of Loans shall be accompanied by all accrued interest on the amount prepaid and any other amounts due under the Loan Documents. (ii) Notwithstanding anything to the contrary contained in this Agreement, (x) in the event of each prepayment, repayment or redemption of any Initial Loans pursuant to Section 2.05(a)(i) and Section 2.05(b)(iii), as applicable, such prepayment, repayment or redemption shall be accompanied by, and there shall become due and payable automatically upon such event, an early prepayment premium payable in cash on the principal amount so prepaid, repaid or redeemed, in an amount equal to the Prepayment Premium, calculated on the aggregate principal amount of $1,000,000 the Initial Loans so prepaid, repaid or a whole multiple of $500,000 redeemed, together with all accrued and unpaid interest on the amount being prepaid, repaid or redeemed and (y) each repayment of, redemption or distribution in excess thereof. Notwithstanding respect of, the foregoing, any notice of prepayment delivered in connection with any refinancing of all principal amount of the Initial Loans with after acceleration thereof pursuant to Section 8.02 (including automatically as a result of a proceeding under any Debtor Relief Law), shall be accompanied by, and there shall become due and payable automatically upon acceleration, a payment premium payable in cash on the proceeds principal amount so repaid, redeemed or distributed or on the principal amount that has become or is declared accelerated pursuant to Section 8.02 (including automatically as a result 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 revocationan insolvency proceeding), in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied an amount equal to the prepayment in full of Prepayment Premium, calculated on the aggregate principal amount of the Initial Loans so repaid, redeemed, distributed or accelerated, together with all accrued and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17such Initial Loans.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Term Loans, Incremental Term Loans and Revolving Loans in whole or in part, part without premium or penaltypenalty subject to Section 3.05; provided that, upon irrevocable unless otherwise agreed by the Administrative Agent, (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, three 1:00 p.m. (1) two (2) Business Days prior theretoto any date of prepayment of SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR to be prepaid and, if SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of a SOFR Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial Each prepayment of the outstanding Term Loans and Incremental Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower (and in the absence of such direction, to the outstanding Term Loans and Incremental Term Loans on a pro-rata basis). Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 250,000 or a whole multiple of $500,000 100,000 in excess thereofthereof (or, if less, the entire principal thereof then outstanding). Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. The Borrower may may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Loans in whole or in part, part without premium or penaltypenalty subject to Section 3.05; provided that, upon irrevocable unless otherwise agreed by the Administrative Agent, (i) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three (3) Business Days prior thereto, in the case to any date of prepayment of Eurodollar Rate Loans and (ii) on the date of prepayment of Base Rate Loans; (A) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 (or, if less, the entire principal amount thereof then outstanding); and no later than 2:00 p.m.(B) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 (or, New York City timeif less, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 accrued interest to ; provided that a Notice of Loan Prepayment delivered by the Borrower may state that such date on notice is conditioned upon the amount prepaid. Partial prepayments effectiveness of Loans shall be in an aggregate principal amount of $1,000,000 other credit facilities or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of 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 capital raising or the occurrence of some other identifiable event a Change of Control or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of any other transaction, in which case such other identifiable event or condition and notice may be revoked by the BorrowerBorrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, subject and upon such revocation according to compliance with the obligations under Section 2.17 foregoing terms the Borrower shall not be required to make the prepayment specified in connection the Notice of Loan Prepayment. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any such revocation, in the event such contingency is not metadditional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.03(a) shall be applied to the prepayment principal repayment of installments thereof in full of such order as the aggregate principal amount and any accrued but unpaid interest with respect Borrower may direct. Subject to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and Section 2.12, such prepayments shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due paid to the Lenders as a result thereof pursuant to Section 2.17in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) 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 and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied in the following order (x) first, to the principal repayment installments thereof in direct order of maturity to the following four (4) scheduled payments to be made on each Term Loan Repayment Date, and (y) thereafter, on a pro-rata basis among the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date. Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 or a whole multiple 100,000, or, if less, the entire principal amount of $500,000 in excess thereofSwing Line Loans then outstanding. Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. The Subject to the last sentence of this Section 2.04(a), the Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans under any Facility in whole or in part, part without premium or penalty, upon irrevocable penalty (except as provided in Section 2.08(c) with respect to any Repricing Event); provided that (i) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, noon (Eastern Time) (A) three Business Days prior thereto, in the case to any date of Eurodollar Loans, prepayment of LIBOR Rate Loans and no later than 2:00 p.m., New York City time, (B) one Business Day prior theretoto any date of prepayment of Base Rate Loans; (ii) any prepayment of LIBOR Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $10,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $10,000 in excess thereof or, in each case, if less, the case of ABR Loans, which entire principal amount thereof then outstanding or as otherwise may be agreed by the Administrative Agent. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR to be prepaid and, if LIBOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of a LIBOR Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together with any refinancing additional amounts required pursuant to Section 3.05 to the extent the Borrower has been made aware of all such amounts at the time 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 metprepayment. Each prepayment of the Term Loans under A pursuant to this clause (aSection 2.04(a) shall be applied first to the Term A Facility ratably to the respective principal repayment installments thereof, and each such prepayment shall be paid to the Term A Lenders in full accordance with their respective Applicable Percentages. Each prepayment of the aggregate principal amount and any accrued but unpaid interest with respect Term Loans B pursuant to this Section 2.04(a) shall be applied first to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect Term B Facility ratably to the 18-Month Tranche Loans respective principal repayment installments thereof, and each such prepayment shall be accompanied by accrued interest and fees on the amount prepaid paid to the date fixed for prepayment, plus, Term B Lenders in accordance with their respective Applicable Percentages. No voluntary prepayment of any Revolving Credit Loans shall result in the case of any Eurodollar Loans that are prepaid on any day other than the last day reduction of the Interest Period applicable to it, Revolving Credit Commitments unless requested by the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.172.05(a) hereof.

Optional. (i) The Borrower may may, upon, subject to clause (iii) below, written notice to the Administrative Agent by the Borrower, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable penalty (subject to Section 2.05(a)(iv); provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, 1:00 p.m. New York City time, time (A) three Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans and (Bdenominated in a LIBO Currency, (B) five Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in the case of Eurodollar Loans, an RFR Currency and no later than 2:00 p.m., New York City time, (C) one (1) Business Day prior theretoto any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the case of ABR Loans, which entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurodollar Loans or ABR Loansto be prepaid. 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 Pro Rata Share or other applicable share provided for under this Agreement 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of 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 Any prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and a Eurocurrency Rate Loan shall be accompanied by all accrued interest and fees on the amount prepaid thereon to the date fixed for prepaymentsuch date, plus, in together with any additional amounts required pursuant to Section 3.05. In the case of any Eurodollar Loans that are prepaid on any day other than the last day each prepayment of the Interest Period applicable Loans pursuant to itthis Section 2.05(a), the Borrower shall pay any amounts due may in its sole discretion select the Borrowing or Borrowings and, subject to the pro rata application within any Class of Loans, any Class to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as a result thereof pursuant to Section 2.17provided for under this Agreement.

Optional. The (i) Subject to the last sentence of this Section 2.05(a)(i), 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 and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered must be in a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the prepayment in full of principal repayment installments thereof as directed by the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, Borrower (provided that in the case of any Eurodollar Loans event that are prepaid on any day other than the last day of Borrower does not specify the Interest Period applicable order in which to itapply prepayments, the Borrower shall pay any amounts due be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity, and subject to Section 2.17, each such prepayment shall be paid to the Lenders as a result thereof in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Term Facility pursuant to this Section 2.172.05(a)(i) during the period from the Closing Date through the date ten Business Days thereafter. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrower may at any time and may, upon notice to the Administrative Agent, terminate the Revolving Credit Facility, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit, or from time to time prepay permanently reduce the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is givenRevolving Credit Facility, the amount specified in Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit; provided that (i) any such notice shall be due and payable on received by the Administrative Agent not later than 11:00 a.m. five Business Days prior to the date specified thereinof termination or reduction, together with accrued interest to (ii) any such date on the amount prepaid. Partial prepayments of Loans partial reduction shall be in an aggregate principal amount of $1,000,000 10,000,000 or a any whole multiple of $500,000 1,000,000 in excess thereof, (iii) the Borrower shall not terminate or reduce (A) the Revolving Credit Facility if, after giving effect thereto and to any concurrent prepayments and Cash Collateralization of L/C Obligations hereunder, the Total Revolving Credit Outstandings would exceed the Revolving Credit Facility, (B) the Financial/Commercial Letter of Credit Sublimit if, after giving effect thereto, the Outstanding Amount of L/C Obligations with respect to all Financial Letters of Credit and Commercial Letters of Credit not fully Cash Collateralized hereunder would exceed the Financial/Commercial Letter of Credit Sublimit or (C) the Swing Line Sublimit if, after giving effect thereto and to any concurrent prepayments hereunder, the Outstanding Amount of Swing Line Loans would exceed the Swing Line Sublimit, (iv) if, after giving effect to any reduction or termination of the Aggregate Revolving Credit Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Revolving Credit Commitments, such sublimit shall be automatically reduced by the amount of such excess and (v) any notice of termination or reduction of the Commitments, the Financial/Commercial Letter of Credit Sublimit or the Swing Line Sublimit 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 revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction provided in this Section. Any reduction of any Commitments hereunder shall be applied to the applicable Commitment of each applicable Lender according to its Applicable Percentage. To the extent practicable, each partial reduction in the Financial/Commercial Letter of Credit Sublimit shall be allocated ratably among the L/C Issuers in accordance with their respective Letter of Credit Commitments with respect to Financial Letters of Credit and Commercial Letters of Credit (or as otherwise agreed among the Borrower and the L/C Issuers). All fees accrued until the effective date of any termination of any applicable Facility or Commitments shall be paid on the effective date of such termination. Notwithstanding the foregoing, if any such notice of prepayment delivered in connection with any refinancing of all of the Loans complete termination indicates that such termination is to be funded with the proceeds of a New Financing, such refinancing or notice 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 complete termination may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any or delayed if such revocation, in the event such contingency New Financing is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees consummated on the amount prepaid to the date fixed for prepayment, plus, specified in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17such notice.

Optional. The Borrower may at elect to prepay any time and from time to time prepay of the Loans, subject to the Exit Fee set forth in Section 2.6(b), in whole or in partpart without penalty or premium except as set forth in Section 2.9 and after giving by 11:00 a.m. (New York, without premium or penalty, upon irrevocable New York time) at least two Business Days’ prior written notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in stating the case proposed date and aggregate principal amount of Eurodollar Loans, such prepayment. Each such notice shall be irrevocable and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the prepayment date and the principal amount of prepayment and whether each Borrowing or portion thereof to be prepaid. Notwithstanding the prepayment is foregoing, the Borrower may (subject to payment to the Lenders of Eurodollar any applicable amounts under Section 2.9 hereof) rescind or postpone any notice to prepay any Loans if such repayment would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or ABR Loansshall otherwise be delayed. 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. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by the Exit Fee set forth in Section 2.6(b), accrued interest to the extent required by Section 2.7 and any break funding payments required by Section 2.9. If any such notice is given, the Borrower shall prepay Loans comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice shall be due and payable on the date specified thereinnotice, together with accrued interest to the date of such date prepayment on the principal amount prepaid. Partial prepayments prepaid and amounts, if any, required to be paid pursuant to Section 2.9 as a result of such prepayment being made on such date; provided that (A) each optional prepayment of Eurodollar Loans shall be in an aggregate principal a minimum amount not less than $500,000 and in multiple integrals of $1,000,000 or 100,000 in excess thereof and (B) each optional prepayment of ABR Loans shall be in a whole minimum amount not less than $500,000 and in multiple integrals of $500,000 50,000 in excess thereof. Notwithstanding the foregoing, the Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice of prepayment delivered in connection with any under this Section 2.4(b) if such prepayment would have resulted from a refinancing of all of the Loans with the proceeds of such this Agreement, which refinancing shall not be consummated 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 shall otherwise be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17delayed.

Optional. The Borrower may (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered must be in a form acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 8:00 a.m. (1) three (3) Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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; provided that notwithstanding anything to the contrary contained in this Agreement, together with Holdings may rescind any notice of prepayment under this Section 2.05 if such prepayment is conditioned on the occurrence of an event, which event shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the Term A Facility and to the principal repayment installments thereof first, to the next four (4) principal repayment installments under the Term A Facility in direct order of maturity, second, to the remaining principal repayment installments under the Term A Facility (other than the final scheduled installment due on the Maturity Date, except in connection with a Qualified IPO) on a pro rata basis, and subject to Section 2.17, each such prepayment shall be paid to the Lenders in full accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrowers may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Upon the occurrence of a Repricing Transaction, the Borrowers shall, simultaneously therewith, pay to the Administrative Agent, for the ratable account of each Term A Lender, a premium in an amount equal to (1) in the case of a Repricing Transaction described in clause (i) of such defined term, 1.0% of the aggregate principal amount and any accrued but unpaid interest with respect to of the 364-Day Tranche Term A Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepaymentprepaid, plus, or (2) in the case of any Eurodollar Loans that are prepaid on any day other than the last day a Repricing Transaction described in clause (ii) of such defined term, 1.0% of the Interest Period applicable to it, aggregate principal balance of the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Term A Loans outstanding immediately prior thereto.

Optional. The Borrower may, upon notice (which notice, subject to Section 3.05, may state that such prepayment is conditioned upon the effectiveness of other credit facilities or any 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) to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Term Loan in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, three 11:00 a.m. (A) two Business Days prior theretoto any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Term Loan to be prepaid and, if Term SOFR Loans or ABR Loansare to be prepaid, the Interest Period(s) of such Term Loan. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant applicable Lender thereofof its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Term Loan Facility). If any Subject to the first sentence in this Section 2.04(a), if 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or ; provided that a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with Term Loan delivered by the proceeds of Borrower may state that 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 notice is conditioned upon the consummation effectiveness of other credit facilities in which case such refinancing or incurrence or occurrence of such other identifiable event or condition and notice may be revoked by the BorrowerBorrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of the Term Loan shall be accompanied by all accrued interest on the amount prepaid, subject to compliance with the obligations under Section 2.17 in connection together with any such revocation, in the event such contingency is not metadditional amounts required pursuant to Section 3.05. Each prepayment of Loans under All payments made pursuant to this clause (aSection 2.04(a) shall be applied on a pro rata basis to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17each Lender.

Optional. The (i) From and after the Restatement Effective Date, the Borrower may at any time and may, upon notice to the Administrative Agent: (A) terminate the Facility, or from time to time prepay permanently reduce the Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of Facility; provided that (i) 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 received by the Administrative Agent not later than 10:00 a.m. five Business Days prior to the date specified therein, together with accrued interest to of termination or reduction; (ii) any such date on the amount prepaid. Partial prepayments of Loans partial reduction shall be in an aggregate principal amount of $1,000,000 10,000,000 or a any whole multiple of $500,000 1,000,000 in excess thereof. Notwithstanding ; (iii) the foregoingBorrower shall not terminate or reduce the Facility if, after giving effect thereto and to any concurrent prepayments and posting of Cash Collateral hereunder, the Total Outstandings would exceed the Facility; and (iv) if, after giving effect to any reduction of the Facility, the Letter of Credit Sublimit exceeds the amount of the Facility, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; or (B) permanently reduce the Commitment of any Lender that assumes the Commitment of another Lender pursuant to Section 10.13; provided that (v) the amount of such reduction shall not exceed the amount of the Commitment assumed by such Lender pursuant to Section 10.13; (vi) the Borrower shall not reduce any such Commitment if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Facility; and (vii) if, after giving effect to any such reduction of the Facility, the Letter of Credit Sublimit exceeds the amount of the Facility, the Letter of Credit Sublimit shall be automatically reduced by the amount of such excess; or (ii) The Administrative Agent will promptly notify the Lenders of any such notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing termination or reduction of any other incurrence Commitment under clause (i)(A) above, and shall notify each applicable Lender 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 notice of Loans termination or reduction of any Commitment under this clause (ai)(B) above. Any reduction of any Commitment under clause (i)(A) above, shall be applied to the prepayment in full Commitment of each Lender according to its Applicable Percentage, and any reduction of any Commitment under clause (i)(B) above, shall be applied solely to the Commitment of the aggregate principal amount and any accrued but unpaid interest with respect to Lender that assumed the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof Commitment pursuant to Section 2.1710.13. All fees accrued until the effective date of any termination of any Commitment shall be paid on the effective date of such termination.

Optional. The (i) Each Borrower may may, upon notice from such Borrower to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered must be in a form acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior thereto, in the case to any date of Eurodollar prepayment of Eurocurrency Rate Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto(2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Facility). If any such notice is givengiven by a Borrower, such 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 . Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Each prepayment of the outstanding Loans pursuant to this Section 2.05(a)(i) shall be applied ratably to the Facility, and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Facility. (ii) Either Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof100,000. Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the a Borrower, subject to compliance with such Borrower shall make such prepayment and the obligations under Section 2.17 payment amount specified in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) notice shall be applied to the prepayment in full of the aggregate principal amount due and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees payable on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17specified therein.

Optional. The (i) Subject to Section 2.05(a)(ii), the Borrower may may, upon notice in the form of a Prepayment Notice delivered to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in part, without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, p.m. (1) three Business Days days prior theretoto any date of prepayment of Loans (or such lesser period of time as may be agreed to by the Administrative Agent) and (2) any prepayment of Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loanssuch prepayment. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Loans). 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 accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, ; provided that in the case of any Eurodollar Loans that are prepaid voluntary prepayment to be made on any day other than the last day date of completion of the Interest Period applicable consummation of the Active Nutrition Transaction, such Prepayment Notice may specify that such prepayment is conditioned on the completion of the consummation of the Active Nutrition Transaction. Except as provided in the immediately preceding sentence, notices of prepayment may not be conditional. All payments made pursuant to it, the Borrower this Section 2.05(a) shall pay any amounts due be applied on a pro rata basis to each Lender holding Loans being prepaid. (ii) Any prepayment pursuant to this Section 2.05(a) that is made prior to the Lenders as date a result thereof Demand Failure Event has occurred or after October 11, 2024, shall be made at par, plus all accrued interest on the amount prepaid, together with any additional amounts if required pursuant to Section 2.173.05. Any prepayment pursuant to this Section 2.05(a) that is made after the date a Demand Failure Event has occurred (regardless of whether such Demand Failure Event is continuing) and prior to October 11, 2024, shall be made at par, plus all accrued interest on the amount prepaid, together with any additional amounts if required pursuant to Section 3.05, plus the Applicable Premium. (iii) Interest will cease to accrue on the Loans repaid on the applicable repayment date. (iv) Notwithstanding anything to the contrary, no prepayment premium will apply to any exchange of Loans for Exchange Notes pursuant to Article 10.

Optional. The Borrower may (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered must be received by the Administrative Agent not later than 11:00 a.m. (or such later time on such date acceptable to the Administrative Agent no later than 12:00 Noon, New York City time, Agent) (1) three Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). If any such notice is givengiven by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned on the occurrence of a specified event, together with the proceeds of which are intended to be utilized to make such prepayment, and any such notice that is so conditioned may be revoked (or the prepayment date delayed) to the extent such condition is not satisfied. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.07. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the prepayment in full of the aggregate principal amount Term Facility and any accrued but unpaid interest with respect Incremental Tranche, as the Borrowers may elect and, within such tranche, in direct order of maturity to the 364-Day Tranche Loans before being applied to prepay principal repayment installments thereof, (unless otherwise directed by the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and Lead Borrower), each such prepayment shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due paid to the Lenders as a result thereof in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrowers may, upon notice to the Swing Line Lender pursuant to Section 2.17delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. (or such later time on such date acceptable to the Swing Line Lender) on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any notice of prepayment may be conditioned on the occurrence of a specified event, the proceeds of which are intended to be utilized to make such prepayment, and any such notice that is so conditioned may be revoked (or the prepayment date delayed) to the extent such condition is not satisfied.

Optional. The Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Committed Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered must be in a form acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans, (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans; provided, however, that a notice of prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of any may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent shall on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each relevant 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 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any additional amounts due to the Lenders as a result thereof required pursuant to Section 2.173.05.

Optional. (i) The Borrower may may, upon prior written notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, any Class or Classes of Term Loans in whole or in part, part without premium or penalty, upon irrevocable penalty (except as expressly set forth in Section 2.09(c)); provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three Business Days prior thereto, in the case to any date of Eurodollar Loans, prepayment of Eurocurrency Rate Loans and no later than 2:00 p.m., New York City time, (B) one Business Day prior theretoto the date of prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum principal amount of $500,000, or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the Class(es) and the Type(s) of Loans to be prepaid. In connection with any voluntary prepayment that is consummated in respect of Eurodollar all or any portion of the Term Loans or ABR Loansprior to the Prepayment Premium Date, the Borrower shall pay to the Term Lenders the applicable fee required by Section 2.09(c). 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 Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If any such notice is givengiven by the Borrower, unless rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. (ii) The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share or other applicable share provided for under this Agreement of such prepayment. If such notice is given by the Borrower, unless rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or any portion of the applicable Class or occurrence of another event, which refinancing or event shall not be consummated or shall otherwise be delayed. (iv) Voluntary prepayments of Term Loans permitted hereunder shall be applied (x) pro rata to each Class of Term Loans then outstanding, (y) with respect to each Class of Term Loans, to the remaining scheduled installments of principal of each Class following the date of such prepayment as set forth in Section 2.07(a) in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity), and (z) each such prepayment shall be paid to the Lenders in accordance with their respective Pro Rata Shares of such prepayment. (v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and (a)(ii) and 10.07, so long as no Default or Event of Default has occurred and is continuing, any Company Party may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) without premium or penalty on the following basis: (A) Any Company Party shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to the Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.05(a)(v) and without premium or penalty (except as provided in Section 2.09(c)). (B) (1) Any Company Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice in the form of a Specified Discount Prepayment Notice (or such shorter period as agreed by the Auction Agent); provided that (I) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) each Term Lender with respect to any Class of Term Loans on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such date on offer and the amount prepaid. Partial prepayments specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate principal amount of not less than $1,000,000 or a 2,500,000 and whole multiple increments of $500,000 in excess thereofthereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. Notwithstanding the foregoing, any notice The Auction Agent will promptly provide each Appropriate Lender with a copy of prepayment delivered in connection with any refinancing of all such Specified Discount Prepayment Notice and a form of the Loans with Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the proceeds Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of delivery of such refinancing notice to such Lenders (or of any other incurrence of Indebtedness or such later date specified therein) (the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17“Specified Discount Prepayment Response Date”).

Optional. The (i) Subject to the last sentence of this Section 2.05(a)(i), 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 and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $2,500,000 or a whole multiple of $250,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together with any refinancing of all additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment of the outstanding Term 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 pursuant 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 this Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a2.05(a) shall be applied as follows: first to the prepayment in full principal repayment installment thereof due as of the aggregate end of the fiscal quarter in which such prepayment is made, until such principal amount installment has been reduced to zero ($0) and any accrued but unpaid interest with respect second to the 364remaining principal repayment installments thereof on a pro-Day Tranche Loans before being applied to prepay the aggregate principal amount rata basis, and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and each such prepayment shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due paid to the Lenders as a result thereof pursuant to Section 2.17in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities.

Optional. (i) The Borrower may may, upon, subject to clause (iii) below, written notice to the Administrative Agent by the Borrower, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, 1:00 p.m. New York City time, time (A) three Business Days prior thereto, in the case to any date of Eurodollar Loans, prepayment of Eurocurrency Rate Loans and no later than 2:00 p.m., New York City time, (B) one (1) Business Day prior theretoto any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $1,000,000; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the case of ABR Loans, which entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurodollar Loans or ABR Loansto be prepaid. 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 Pro Rata Share or other applicable share provided for under this Agreement 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. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with accrued interest any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings and, subject to the pro rata application within any Class of Loans, any Class to be repaid, and such date on the amount prepaid. Partial prepayments of Loans payment shall be paid to the Appropriate Lenders in an aggregate principal amount accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement. (ii) [reserved]. (iii) Notwithstanding anything to the contrary contained in this Agreement, subject to the payment of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding any amounts owing pursuant to Section 3.05, the foregoing, Borrower may rescind any notice of prepayment delivered in connection with any under Sections 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from either (a) a refinancing of all or a portion of the Loans with the proceeds of such applicable Facility, which refinancing shall not be consummated or of any other incurrence of Indebtedness shall otherwise be delayed, or the occurrence of some other identifiable event (b) a Disposition, which Disposition shall not be consummated 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 shall otherwise 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 metdelayed. Each prepayment of any Class of Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied in an order of priority to repayments thereof required pursuant to Section 2.07(a) as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). (iv) Notwithstanding anything to the prepayment contrary contained in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itthis Agreement, the Borrower shall pay may, at any amounts due time subject to the Lenders as a result thereof pursuant to notice provisions set forth in this Section 2.172.05(a), prepay the Term Loans with amounts held in the Cash Collateral Account.

Optional. The Borrower may at on any time and from time to time prepay the Loans, in whole or in part, without premium or penaltyBusiness Day, upon irrevocable notice delivered given to the Administrative Agent no not later than 12:00 Noon(i) 2:00 P.M. (New York, New York City time, three ) on the third Business Days Day prior thereto, to the date of the proposed Conversion in the case of a Conversion of Base Rate Advances into Eurodollar LoansRate Advances or of Eurodollar Rate Advances of one Interest Period into Eurodollar Rate Advances of another Interest Period, and no later than or (ii) 2:00 p.m.P.M. (New York, New York City time, one ) on the Business Day prior thereto, immediately preceding the date of the proposed Conversion in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is a Conversion of Eurodollar Loans or ABR Loans. Upon receipt Rate Advances into Base Rate Advances; provided, however, that in each case: (A) any Conversion 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 Base Rate Advances into Eurodollar Rate Advances shall be due made only if no Default under Section 6.01(f) or Event of Default shall have occurred and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans be continuing and shall be in an aggregate principal amount not less than the minimum amount specified in Section 2.01(c); (B) no Conversion of $1,000,000 or a whole multiple any Advances shall result in more separate Borrowings than permitted under Section 2.02(c); and (C) each Conversion of $500,000 Advances comprising part of the same Borrowing under any Facility shall be made among the Appropriate Lenders in excess thereofaccordance with their respective Pro Rata Shares of such Borrowing. Notwithstanding the foregoing, any Each notice of prepayment a Conversion (a "Notice of Conversion") shall be delivered by telephone, confirmed immediately in connection with any refinancing writing, or by telecopier, in substantially the form of all Exhibit B-3 hereto, shall be duly executed by a Responsible Officer 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 and shall, within the obligations under Section 2.17 in connection with any such revocation, restrictions set forth in the event immediately preceding sentence, specify therein: (1) the requested date of such contingency is not met. Each prepayment of Loans under this clause Conversion (a) which shall be applied a Business Day); (2) the Advances requested to be Converted; and (3) if such Conversion is into Eurodollar Rate Advances, the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day requested duration of the Interest Period applicable to for such Eurodollar Rate Advances. The Administrative Agent shall give each of the Appropriate Lenders prompt notice of each Notice of Conversion received by it, . Each Notice of Conversion shall be irrevocable and binding on the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Borrower.

Optional. The Borrower may at on any time and from time to time prepay the Loans, in whole or in part, without premium or penaltyBusiness Day, upon irrevocable notice delivered given to the Administrative Agent no not later than 12:00 Noon(i) 2:00 P.M. (New York, New York City time, three ) on the third Business Days Day prior thereto, to the date of the proposed Conversion in the case of a Conversion of Base Rate Advances into Eurodollar LoansRate Advances or of Eurodollar Rate Advances of one Interest Period into Eurodollar Rate Advances of another Interest Period, and no later than or (ii) 2:00 p.m.P.M. (New York, New York City time, one ) on the Business Day prior thereto, immediately preceding the date of the proposed Conversion in the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is a Conversion of Eurodollar Loans or ABR Loans. Upon receipt Rate Advances into Base Rate Advances; provided, however, that in each case: (A) any Conversion 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 Base Rate Advances into Eurodollar Rate Advances shall be due made only if no Default under Section 6.01(f) or Event of Default shall have occurred and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans be continuing and shall be in an aggregate principal amount not less than the minimum amount specified in Section 2.01(c); (B) no Conversion of $1,000,000 or a whole multiple any Advances shall result in more separate Borrowings than permitted under Section 2.02(c); and (C) each Conversion of $500,000 Advances comprising part of the same Borrowing under any Facility shall be made among the Appropriate Lenders in excess thereofaccordance with their respective Pro Rata Shares of such Borrowing. Notwithstanding the foregoing, any Each notice of prepayment a Conversion (a “Notice of Conversion”) shall be delivered by telephone, confirmed immediately in connection with any refinancing writing, or by telecopier, in substantially the form of all Exhibit B-3 hereto, shall be duly executed by a Responsible Officer 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 and shall, within the obligations under Section 2.17 in connection with any such revocation, restrictions set forth in the event immediately preceding sentence, specify therein: (1) the requested date of such contingency is not met. Each prepayment of Loans under this clause Conversion (a) which shall be applied a Business Day); (2) the Advances requested to be Converted; and (3) if such Conversion is into Eurodollar Rate Advances, the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day requested duration of the Interest Period applicable to for such Eurodollar Rate Advances. The Administrative Agent shall give each of the Appropriate Lenders prompt notice of each Notice of Conversion received by it, . Each Notice of Conversion shall be irrevocable and binding on the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17Borrower.

Optional. (i) The Borrower may Borrowers may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to may be in any form on an electronic platform or electronic transmission system or another form approved by the Administrative Agent no or in a writing appropriately signed by a Responsible Officer and containing the information specified in this Section below and be received by the Administrative Agent not later than 12:00 Noon, New York City time, three p.m. (1) two Business Days prior theretoto any date of prepayment of Term SOFR Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Term SOFR Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). If any such notice is givengiven by the Borrowers, and to the extent provided therein, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with . Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrowers (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being be applied to prepay reduce the aggregate scheduled installments of principal amount of such Term Loans in reverse order of maturity), and any accrued but unpaid interest with respect subject to the 18-Month Tranche Loans and Section 2.18, each such prepayment shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due paid to the Lenders as in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a result thereof pursuant copy to Section 2.17the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or less if less than such amount is outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, and to the extent provided therein, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The (i) Any Borrower may may, upon notice to the Agent, at any time and or from time to time voluntarily prepay the Loans, Advances made to it in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered must be in a form acceptable to the Administrative Agent no and received by the Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (x) three Business Days prior theretoto any date of prepayment of Eurocurrency Rate Advances denominated in Dollars or prior to any date of prepayment of BA Rate Advances, (y) four Business Days prior to any date of prepayment of Eurocurrency Rate Advances denominated in Alternative Currencies, and (z) on the date of prepayment of Index Rate Loans; (B) any prepayment of Eurocurrency Rate Advances denominated in Dollars shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of BA Rate Advances shall be in a principal amount of CND$5,000,000 or a whole multiple of CND$1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Advances denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Advances or Canadian Base Rate Advances shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Canadian Prime Rate Advances shall be in a principal amount of CND$1,000,000 or a whole multiple of CND$1,000,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Advances to be prepaid and, if Contract Rate Loans or ABR Loansare to be prepaid, the Interest Period(s) of such Advances. Upon receipt of any such notice the Administrative The Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Commitment Percentage of the relevant Lender thereofFacility). If any such notice is givengiven by any Borrower, such 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 accrued interest to ; provided that such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of may state that 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 prepayment is conditioned upon the consummation availability of other financing, in which case such refinancing or incurrence or occurrence of such other identifiable event or condition and notice may be revoked by the Borrower, subject applicable Borrower (by notice to compliance with the obligations under Section 2.17 in connection with any Agent prior to the specified date of such revocation, in the event prepayment) if such contingency condition is not metsatisfied (it being understood that any revocation by a Borrower of a notice of prepayment shall entitle the Lenders to any amounts as set forth in Section 10.04(b)). Each Any prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and a Contract Rate Loan shall be accompanied by all accrued interest and fees on the amount prepaid thereon, together with any additional amounts required pursuant to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower Section 10.04(b). Each such prepayment shall pay any amounts due be paid to the Lenders as in accordance with their respective Commitment Percentages. (ii) Any Borrower may, upon notice to the applicable Swing Line Lender (with a result copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Advances made to it in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 or, if less, the entire principal amount thereof pursuant to Section 2.17then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower may Borrowers may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to may be in any form on an electronic platform or electronic transmission system or another form approved by the Administrative Agent no or in a writing appropriately signed by a Responsible Officer and containing the information specified in this Section below and be received by the Administrative Agent not later than 12:00 Noon, New York City time, p.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $3,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $250,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). If any such notice is givengiven by the Borrowers, and to the extent provided therein, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrowers (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being be applied to prepay reduce the aggregate scheduled installments of principal amount of such Term Loans in reverse order of maturity), and any accrued but unpaid interest with respect subject to the 18-Month Tranche Loans and Section 2.18, each such prepayment shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due paid to the Lenders as in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a result thereof pursuant copy to Section 2.17the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or less if less than such amount is outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, and to the extent provided therein, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The From and after the first anniversary of the Closing Date, the Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltymay, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, at least three Business Days prior theretoto the date of such prepayment, in the case of Eurodollar Eurocurrency Rate Loans, and no not later than 2:00 p.m., noon (New York City time, one Business Day prior thereto) on the date of such prepayment, in the case of ABR Base Rate Loans, which notice shall specify to the Agent stating the proposed date and aggregate principal amount of prepayment the prepayment, and whether the prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any if such notice is givengiven the Borrower shall (subject to the last sentence of this Section 2.10(a)(i)), prepay the outstanding principal amount specified of the Loans comprising part of the same Borrowing in such notice shall be due and payable on the date specified thereinwhole or ratably in part, together with accrued interest to the date of such date prepayment on the principal amount prepaid. Partial prepayments ; provided, however, that (x) each partial prepayment of Loans shall be in an aggregate principal amount of $1,000,000 not less than the Borrowing Minimum or a whole multiple of $500,000 Borrowing Multiple in excess thereof, (y) in the event of any such prepayment of a Eurocurrency Rate Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04 (if applicable) and (z) any prepayment of B Term Loans shall also be subject to Section 2.10(a)(ii) below. Any prepayments pursuant to this Section 2.10(a) may be made with respect to one or more Facilities as may be determined by the Borrower and shall not be required to be made ratably across the Facilities. Any prepayment with respect to the Term Facility shall be applied to the remaining amortization payments thereunder as directed by the Borrower. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Borrower may state that any notice of prepayment delivered in connection with any refinancing of all of under this Section 2.10(a) is conditioned upon the Loans with the proceeds of such refinancing occurrence or non-occurrence of any event specified therein (including the effectiveness of other incurrence of Indebtedness or the occurrence of some other identifiable event or conditioncredit facilities), may be, if expressly so stated to be, contingent upon the consummation of in which case such refinancing or incurrence or occurrence of such other identifiable event or condition and notice may be revoked by the Borrower, subject Borrower (by written notice to compliance with the obligations under Section 2.17 in connection with any Agent on or prior to the specified effective date) if such revocation, in the event such contingency condition is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17satisfied.

Optional. The Each Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltymay, upon irrevocable notice delivered to the Administrative Agent no later than (I) 12:00 Noon, P.M. (New York City time) on the third Business Day prior to the date of such prepayment consisting of Term Rate Advances denominated in Dollars, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., (II) 12:00 P.M. (New York City time, one ) on the Business Day prior theretoto the date of such prepayment consisting of Daily Simple SOFR Advances, (III) 12:00 P.M. (New York City time) on the fourth Business Day prior to the date of such prepayment consisting of Term Rate Advances denominated in any Foreign Currency or Alternative Currency Daily Rate Advances, and (IV) 12:00 P.M. (New York City time) on the date of such prepayment consisting of Base Rate Advances (which notice shall, in each case, be revocable by the applicable Borrower only to the extent that such prepayment notice stated that such prepayment was conditioned upon the effectiveness of other credit facilities or issuances of securities, in which case of ABR Loans, which such notice shall specify may be revoked by the applicable Borrower (by written notice from the Company to the Agent on or prior to the specified effective date) if such condition to prepayment is or will not be satisfied) to the Agent stating the proposed date and aggregate principal amount of prepayment the prepayment, and whether the prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any if such notice is givengiven such Borrower shall, prepay the outstanding principal amount specified of the Term Advances comprising part of the same Term Borrowing, Revolving Credit Advances comprising part of the same Revolving Credit Borrowing or Swing Line Advances comprising part of the same Swing Line Borrowing in such notice shall be due and payable on the date specified thereinwhole or ratably in part, together with accrued interest to the date of such date prepayment on the principal amount prepaid. Partial prepayments of Loans ; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of (A) not less than $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, thereof in the case of a Term Advance, (B) not less than the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof in the case of Revolving Credit Advances or (C) not less than $500,000 or an integral multiple thereof in the case of Swing Line Advances and (y) in the event of any Eurodollar Loans that are prepaid on any day such prepayment of a Term Rate Advance, other than on the last day of the an Interest Period applicable to itthereunder, the Borrower making such prepayment shall pay any amounts due be obligated to reimburse the Lenders as a result in respect thereof pursuant to Section 2.179.04(c).

Optional. (i) 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 and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 12:30 p.m. (A) three (3) Business Days prior theretoto any date of prepayment of Eurodollar Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the case entire principal amount thereof then outstanding, (4) each prepayment of Eurodollar Term Loans pursuant to this Section 2.05(a)(i) shall be applied first, to the outstanding principal balance of Tranche B-1 Term Loans, and no later than 2:00 p.m.second, New York City timeto the outstanding principal balance of the Tranche B-2 Term Loans and, one Business Day prior theretosubject to clause (6) below, in third, to the case outstanding principal balance of ABR the Tranche B-3 Term Loans, which (5) any such voluntary prepayment of the Tranche B-1 Term Loans or Tranche B-2 Term Loans shall be applied to the remaining scheduled principal payments thereof in reverse order of maturity and (6) no voluntary prepayment of the Tranche B-3 Term Loans shall be permitted prior to December 31, 2012 unless (x) the Release Conditions shall be satisfied on the date of such prepayment and (y) the Fixed Rate Conversion Effective Date has not occurred prior to the date of such prepayment. 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 ABR Loansto be prepaid. 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 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. Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest thereon, together with accrued interest any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such date notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the amount prepaid. Partial prepayments date of Loans the prepayment, and (2) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Borrower may rescind any notice of prepayment delivered in connection with any under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all of the Loans with the proceeds of such Facilities, which refinancing shall not be consummated 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 shall otherwise be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17delayed.

Optional. The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltymay, upon irrevocable notice delivered to the Administrative Agent no later than 12:00 Noon, New York City time, at least three Business Days prior theretoto the date of such prepayment, in the case of Eurodollar Eurocurrency Rate Loans, and no not later than 2:00 p.m., noon (New York City time, one Business Day prior thereto) on the date of such prepayment, in the case of ABR Base Rate Loans, which notice shall specify to the Agent stating the proposed date and aggregate principal amount of prepayment the prepayment, and whether the prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any if such notice is givengiven the Borrower shall (subject to the last sentence of this Section 2.10(a)), prepay the outstanding principal amount specified of the Loans comprising part of the same Borrowing in such notice shall be due and payable on the date specified thereinwhole or ratably in part, together with accrued interest to the date of such date prepayment on the principal amount prepaid. Partial prepayments ; provided, however, that (x) each partial prepayment of Loans shall be in an aggregate principal amount of $1,000,000 not less than the Borrowing Minimum or a whole multiple of $500,000 Borrowing Multiple in excess thereofthereof and (y) in the event of any such prepayment of a Eurocurrency Rate Loan, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 9.04 (if applicable). Any prepayments pursuant to this Section 2.10(a) may be made with respect to one or more Facilities as may be determined by the Borrower and shall not be required to be made ratably across the Facilities. Any prepayment with respect to the Term Facility shall be applied to the remaining amortization payments thereunder as directed by the Borrower. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Borrower may state that any notice of prepayment delivered in connection with any refinancing of all of under this Section 2.10(a) is conditioned upon the Loans with the proceeds of such refinancing occurrence or non-occurrence of any event specified therein (including the effectiveness of other incurrence of Indebtedness or the occurrence of some other identifiable event or conditioncredit facilities), may be, if expressly so stated to be, contingent upon the consummation of in which case such refinancing or incurrence or occurrence of such other identifiable event or condition and notice may be revoked by the Borrower, subject Borrower (by written notice to compliance with the obligations under Section 2.17 in connection with any Agent on or prior to the specified effective date) if such revocation, in the event such contingency condition is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17satisfied.

Optional. (i) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltymay, upon at least one Business Day’s irrevocable written notice delivered to in the Administrative Agent no later than 12:00 Noon, New York City time, case of Base Rate Advances and three Business Days prior thereto, Days’ irrevocable written notice in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior theretoRate Advances, in each case in substantially the case of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of any such notice form attached hereto as Exhibit D hereto (a “Prepayment Notice”) to the Administrative Agent shall promptly notify each relevant Lender thereof. If any stating the proposed date and aggregate principal amount of the prepayment and, if such notice Prepayment Notice is given, the Borrower shall, prepay the outstanding aggregate principal amount specified of the Advances composing part of the same Borrowing, in such notice shall be due and payable on the date specified thereinwhole or ratably in part, together with accrued and unpaid interest to the date of such date prepayment on the aggregate principal amount prepaid. Partial prepayments of Loans ; provided, however, that (1) each partial prepayment shall be in an aggregate principal amount of $1,000,000 or a whole an integral multiple of $500,000 in excess thereof. Notwithstanding the foregoing, (2) each prepayment shall be without premium or penalty, and (3) if any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees a Eurodollar Rate Advance is made on the amount prepaid to the a date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the an Interest Period applicable to itfor such Advance, the Borrower shall also pay any amounts due to the Lenders as a result thereof owing pursuant to Section 2.1712.03(c). (ii) Each voluntary or optional prepayment of the Term Advances shall be applied pro rata to the Term Advances and, with respect to each Term Facility, to the remaining scheduled amortization payments and the payments at final maturity as directed by the Borrower or, in the absence of such direction, on a pro rata basis to the remaining scheduled amortization payments and the payments at final maturity. Each voluntary or optional prepayment of the Working Capital Advances shall be applied to prepay any Working Capital Advances then outstanding until such Advances are paid in full. Each voluntary or optional prepayment of the LC Facility Advances shall be applied first to prepay any LC Facility Advances then outstanding until such Advances are paid in full; and second to Cash Collateralize LC Facility Letter of Credit Obligations. Considering each Senior Secured Facility being prepaid separately, any prepayment thereof shall be applied first to Base Rate Advances to the fullest extent thereof before any application to Eurodollar Rate Advances, in each case in a manner which minimizes the amount of any payments to be made by the Borrower pursuant to Section 12.03(c). (iii) Notice required to be given under this Section 2.04(a) (A) must be given by 12:00 P.M. (New York City time) on the date required and (B) may be given in writing or by telephone, provided, however, that if notice is given by telephone, it must be promptly confirmed in writing to the Administrative Agent in a Prepayment Notice (and the Administrative Agent will promptly transmit such telephonic or original notice by telecopier or telephone to each Appropriate Lender).

Optional. The (i) Any Borrower may may, upon notice to the Agent, at any time and or from time to time voluntarily prepay the Loans, Advances made to it in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered must be in a form acceptable to the Administrative Agent no and received by the Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (x) three Business Days prior theretoto any date of prepayment of Term SOFR Advances or prior to any date of prepayment of BA Rate Advances, (y) four Business Days prior to any date of prepayment of Alternative Currency Advances, and (z) on the date of prepayment of Index Rate Loans; (B) any prepayment of Term SOFR Advances shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of BA Rate Advances shall be in a principal amount of CND$5,000,000 or a whole multiple of CND$1,000,000 in excess thereof; (C) any prepayment of Alternative Currency Advances shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (D) any prepayment of Base Rate Advances or Canadian Base Rate Advances shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof and any prepayment of Canadian Prime Rate Advances shall be in a principal amount of CND$1,000,000 or a whole multiple of CND$1,000,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Advances to be prepaid and, if Contract Rate Loans or ABR Loansare to be prepaid, the Interest Period(s) of such Advances. Upon receipt of any such notice the Administrative The Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Commitment Percentage of the relevant Lender thereofFacility). If any such notice is givengiven by any Borrower, such 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 accrued interest to ; provided that such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds of may state that 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 prepayment is conditioned upon the consummation availability of other financing, in which case such refinancing or incurrence or occurrence of such other identifiable event or condition and notice may be revoked by the Borrower, subject applicable Borrower (by notice to compliance with the obligations under Section 2.17 in connection with any Agent prior to the specified date of such revocation, in the event prepayment) if such contingency condition is not metsatisfied (it being understood that any revocation by a Borrower of a notice of prepayment shall entitle the Lenders to any amounts as set forth in Section 10.04(b)). Each Any prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and a Contract Rate Loan shall be accompanied by all accrued interest and fees on the amount prepaid thereon, together with any additional amounts required pursuant to the date fixed for prepayment, plus, in the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower Section 10.04(b). Each such prepayment shall pay any amounts due be paid to the Lenders as in accordance with their respective Commitment Percentages. (ii) Any Borrower may, upon notice to the applicable Swing Line Lender (with a result copy to the Agent), at any time or from time to time, voluntarily prepay Swing Line Advances made to it in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $500,000 or, if less, the entire principal amount thereof pursuant to Section 2.17then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may upon notice to the Administrative Agent, at any time and or from time to time time, voluntarily prepay the Loans, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (x) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (y) on the date of prepayment of Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (C) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the Facility to be prepaid, the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR Loansto be prepaid. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of such Lender’s Applicable Percentage of such prepayment. If any such notice is givengiven by the Borrower, the Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding anything to the foregoingcontrary contained herein, any notice of prepayment delivered in connection with any refinancing of all of may state that it is conditioned upon the Loans with the proceeds of such refinancing occurrence or non-occurrence of any event specified therein (including the effectiveness of other incurrence of Indebtedness or the occurrence of some other identifiable event or conditioncredit facilities), may be, if expressly so stated to be, contingent upon the consummation of in which case such refinancing or incurrence or occurrence of such other identifiable event or condition and notice may be revoked by the BorrowerBorrower (by written notice on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, subject to compliance with the obligations under Section 2.17 in connection together with any such revocation, in the event such contingency is not metadditional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the remaining principal repayment installments thereof (a) in direct order of maturity, (b) in inverse order of maturity (c) on a pro rata basis, or (d) pro rata to the next eight (8) scheduled principal payment installments thereof following such date of prepayment for which any scheduled payment amount in full excess of zero remains unpaid as of such date and thereafter on a pro rata basis, in each case as the Borrower may elect. If the Borrower fails to timely specify its election then the prepayment shall be applied in accordance with clause (d) above. Subject to Section 2.15, prepayments shall be applied to the Loans of the aggregate principal amount and any accrued but unpaid interest Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities; provided that, in each case, first to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Base Rate Loans and shall be accompanied by accrued interest and fees on the amount prepaid then to the date fixed for prepayment, plus, Eurodollar Rate Loans specified in the case such notice in direct order of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17maturities.

Optional. (i) 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 and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 2:00 p.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant 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 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 . Any prepayment of a Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the principal installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in full accordance with their respective Applicable Percentages in respect of each of the aggregate relevant Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and of $100,000. Each such notice shall be accompanied by accrued interest and fees on the amount prepaid to specify the date fixed for and amount of such prepayment, plus, in . If such notice is given by the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itBorrower, the Borrower shall pay any amounts make such prepayment and the payment amount specified in such notice shall be due to and payable on the Lenders as a result thereof pursuant to Section 2.17date specified therein.

Optional. The Subject to the last sentence of this Section 2.04(a), the Borrower may may, upon notice to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, any Class or Classes of Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 9:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Types and Classes of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Periods of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial prepayments Each prepayment of outstanding Term Loans pursuant to this Section 2.04(a) shall be applied (x) to the Class or Classes of Term Loans as directed by the Borrower and (y) to the principal repayment installments thereof as directed by the Borrower, and each such prepayment shall be paid to the Lenders in an aggregate principal amount accordance with their respective Applicable Percentages in respect of $1,000,000 each of the relevant Facilities. Notwithstanding anything to the contrary contained herein, any prepayment of the Term B Facility made after the Closing Date but on or prior to the six (6) month anniversary of the Closing Date in connection with a whole multiple Repricing Event shall be accompanied by the payment of $500,000 the fee described in excess thereofSection 2.08(c). Notwithstanding the foregoing, any if such notice of prepayment delivered in connection with any refinancing of all of the Loans indicates that such prepayment is to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in connection therewith, the termination of the Loans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such refinancing or notice 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 prepayment may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any if such revocation, in the event such contingency New Financing is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17consummated.

Optional. (i) The Borrower may may, upon notice by the Borrower to the Administrative Agent substantially in the form of Exhibit J, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable penalty except as set forth in Section 2.05(a)(iii) below; provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, noon (New York City time, ) (A) three (3) Business Days prior theretoto any date of prepayment of Term Benchmark Rate Loan and (B) on the date of prepayment of Base Rate Loans (or, in each case, such shorter period as the case Administrative Agent shall agree); (2) any prepayment of Eurodollar LoansTerm Benchmark Rate Loans shall be (x) in a principal amount of $1,000,000, or (y) a whole multiple of $500,000 in excess thereof; and no later than 2:00 p.m.(3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000, New York City time, one Business Day prior theretoor (y) a whole multiple of $250,000 in excess thereof or, in each case, if less, the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment, the Tranche of Loans to be prepaid, the Type(s) of Loans to be prepaid and, if Term Benchmark Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes both Base Rate Loans and Term Benchmark Rate Loans, absent direction by the Borrower, the applicable prepayment and whether shall be applied first to Base Rate Loans to the full extent thereof before application to Term Benchmark Rate Loans, in each case in a manner that minimizes the amount payable by the Borrower in respect of such prepayment is of Eurodollar Loans or ABR Loanspursuant to Section 3.06). Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s ratable share of the relevant Lender thereofFacility). If any such notice is givengiven by the Borrower, subject to clause (ii) below, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term Benchmark Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest any additional amounts required pursuant to such date on the amount prepaidSection 2.05(a)(iii) and Section 3.06. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoingSubject to Section 2.17, any notice of 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 each prepayment of Loans under outstanding Term Loan Tranches pursuant to this clause (aSection 2.05(a) shall be applied to the Term Loan Tranche or Term Loan Tranches designated on such notice on a pro rata basis within such Term Loan Tranche. Subject to Section 2.17, each prepayment of an outstanding Term Loan Tranche pursuant to this Section 2.05(a) shall be applied to the remaining amortization payments of such Term Loan Tranche as directed by the Borrower (or, if the Borrower has not made such designation, in full direct order of maturity), but in any event on a pro rata basis to the aggregate principal amount and Lenders within such Term Loan Tranche. (ii) Notwithstanding anything to the contrary contained in this Agreement, any accrued but unpaid interest notice of prepayment under Section 2.05(a)(i) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked or delayed by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied or delayed. (iii) If the Borrower, in connection with, or resulting in, any Repricing Event (1)(A) makes a voluntary prepayment of any Initial Term Loans pursuant to Section 2.05(a), (B) makes a repayment of any Initial Term Loans pursuant to Section 2.05(b)(iii) or (C) effects any amendment with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid Initial Term Loans, in each case, prior to the date fixed for prepayment, plus, in that is six (6) months after the case of any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itClosing Date, the Borrower shall pay any amounts due to the Administrative Agent, for the ratable account of the applicable Term Lenders as (x) with respect to clauses (A) and (B), a result thereof prepayment premium in an amount equal to 1.00% of the principal amount of the Initial Term Loans prepaid or repaid and (y) with respect to clause (C), a prepayment premium in an amount equal to 1.00% of the principal amount of the affected Initial Term Loans held by the Term Lenders not consenting to such amendment or (2) (A) makes a voluntary prepayment of any 2022 Incremental Term Loans pursuant to Section 2.172.05(a), (B) makes a repayment of any 2022 Incremental Term Loans pursuant to Section 2.05(b)(iii) or (C) effects any amendment with respect to the 2022 Incremental Term Loans, in each case, prior to the date that is six (6) months after the First Amendment Effective Date, the Borrower shall pay to the Administrative Agent, for the ratable account of the applicable Term Lenders (x) with respect to clauses (A) and (B), a prepayment premium in an amount equal to 1.00% of the principal amount of the 2022 Incremental Term Loans prepaid or repaid and (y) with respect to clause (C), a prepayment premium in an amount equal to 1.00% of the principal amount of the affected 2022 Incremental Term Loans held by the Term Lenders not consenting to such amendment.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Loans, Term Loans and Revolving Credit Loans in whole or in part, part without premium or penalty; provided that, upon irrevocable unless otherwise agreed to by the Administrative Agent, (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the prepayment in full of principal repayment installments thereof as directed by the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees on the amount prepaid to the date fixed for prepayment, plus, Borrower; provided that in the case of any Eurodollar Loans event that are prepaid on any day other than the last day of Borrower does not specify the Interest Period applicable order in which to itapply prepayments, the Borrower shall pay any amounts due be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in direct order of maturity, and subject to Section 2.16, each such prepayment shall be paid to the Lenders as in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a result thereof pursuant copy to Section 2.17the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrower may may, upon, subject to clause (iii) below, written notice to the Administrative Agent by the Borrower, at any time and or from time to time voluntarily prepay the Loans, Term Loans of any Class and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable penalty (subject to Section 2.05(a)(iv); provided that (1) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, 1:00 p.m. New York City time, time (A) three Business Days prior thereto, in the case to any date of Eurodollar Loans, prepayment of Eurocurrency Rate Loans and no later than 2:00 p.m., New York City time, (B) one (1) Business Day prior theretoto any prepayment of Base Rate Loans; (2) any prepayment of Eurocurrency Rate Loans shall be in a minimum Principal Amount of $2,000,000, or a whole multiple of $1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum Principal Amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the case of ABR Loans, which entire Principal Amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) of Eurodollar Loans or ABR Loansto be prepaid. 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 Pro Rata Share or other applicable share provided for under this Agreement 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. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon to such date, together with accrued interest any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a), the Borrower may in its sole discretion select the Borrowing or Borrowings (and the order of maturity of principal payments), subject to the pro rata application within any Class of Loans, any Class to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares or other applicable share as provided for under this Agreement.; provided that no Series B-2 Term Loans may be optionally prepaid prior to the date on which the amount prepaidSeries B-1 Term Loans are repaid in full, unless such optional prepayment is accompanied by at least a pro rata optional prepayment of such Series B-1 Term Loans. Partial prepayments For the avoidance of doubt, the Borrower may prepay Series B-1 Term Loans pursuant to this Section 2.05(a)(i) without any requirement to prepay Series B-2 Term Loans. (ii) The Borrower may, upon, subject to clause (iii) below, written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. noon New York City time on the date of the prepayment, and (2) any such prepayment shall be in an aggregate principal amount a minimum Principal Amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the foregoingcontrary contained in this Agreement, subject to the payment of any amounts owing pursuant to Section 3.05, the Borrower may rescind any notice of prepayment delivered in connection with any under Sections 2.05(a)(i) or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or a portion of the Loans with the proceeds of such applicable Facility, which refinancing shall not be consummated 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 shall otherwise 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 metdelayed. Each prepayment of any Class of Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied in an order of priority to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result repayments thereof required pursuant to Section 2.172.07(a) as directed by the Borrower and, absent such direction, shall be applied in direct order of maturity to repayments thereof required pursuant to Section 2.07(a). (iv) In the event that, on or prior to the six-month anniversary of the ClosingAmendment No. 1

Optional. The (i) Each Borrower may may, upon notice from the Company to the Administrative Agent, at any time and or from time to time time, voluntarily prepay the Loans, Term Loans of any Tranche (or Series thereof) and/or Revolving Credit Loans of any Tranche (or Series thereof) in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Eurocurrency Rate Committed Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case entire principal amount thereof then outstanding; (D) so long as any Term A-2 Loans are outstanding, the Company shall not prepay Term A-3 Loans under this paragraph unless it shall simultaneously prepay Term A-2 Loans on at least a ratable basis with the Term A-3 Loans being prepaid (it being understood and agreed that the Company may prepay Term A-2 Loans under this paragraph without making any corresponding prepayments of Eurodollar Term A-3 Loans); (E) so long as any 2014 Multicurrency Revolving Credit Loans are outstanding, the Company shall not prepay 2017 Multicurrency Revolving Credit Loans under this paragraph unless it shall simultaneously prepay 2014 Multicurrency Revolving Credit Loans on at least a ratable basis with the 2017 Multicurrency Revolving Credit Loans being prepaid (it being understood and no later than 2:00 p.m.agreed that the Company may prepay 2014 Multicurrency Revolving Credit Loans under this paragraph without making any corresponding prepayments of 2017 Multicurrency Revolving Credit Loans); and (F) so long as any 2014 US Dollar Revolving Credit Loans are outstanding, New York City time, one Business Day prior thereto, in the case Company shall not prepay 2017 US Dollar Revolving Credit Loans under this paragraph unless it shall simultaneously prepay 2014 US Dollar Revolving Credit Loans on at least a ratable basis with the 2017 US Dollar Revolving Credit Loans being prepaid (it being understood and agreed that the Company may prepay 2014 US Dollar Revolving Credit Loans under this paragraph without making any corresponding prepayments of ABR 2017 US Dollar Revolving Credit Loans, which ). Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Class(es) and Type(s) (and, if applicable, Series thereof) of Eurodollar Committed Loans or ABR Loansto be prepaid. 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 Pro Rata Share of such prepayment. If any such notice is givengiven by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with accrued interest any additional amounts required pursuant to Section 3.07. Each prepayment of the Loans pursuant to this Section 2.06(a) shall be applied among the Facilities in such date on amounts as the amount prepaid. Partial prepayments Company may direct in its sole discretion, subject to the restrictions set forth in clauses (D), (E) and (F) above; provided that any such prepayment of the Term Loans shall be applied against the then remaining scheduled amortization payments under the Term Loans in an aggregate principal amount order of $1,000,000 or their maturities. Each prepayment in respect of a whole multiple particular Facility shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) No Bid Loan may be prepaid without the prior consent of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered applicable Bid Loan Lender; provided that in connection with any the repayment in full or refinancing of all of the Facilities, if any Bid Loan is outstanding at such time, the Company shall be permitted to deposit with the Administrative Agent cash or deposit account balances (or a letter of credit) pursuant to documentation reasonably satisfactory to such Bid Loan Lender in an amount equal to the sum of the outstanding principal amount of such Bid Loan and the remaining interest payments on such Bid Loan. (iii) The Company may, upon notice to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, (B) any such prepayment shall be in a minimum principal amount of the lesser of $100,000 and the total principal amount of the Swing Line Loans then outstanding and (C) any such prepayment shall be applied ratably to the outstanding Swing Line Loans held by the respective Swing Line Lenders. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Company may rescind any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(iii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (v) Notwithstanding anything herein to the contrary, all optional prepayments of the Term B Loans effected on or prior to date that is eighteen months after the Second Restatement Effective Date with the proceeds of a substantially concurrent issuance or incurrence of new term loans (excluding (x) a refinancing of all the facilities outstanding under this Agreement in connection with a Change of Control and (y) a prepayment of any portion of the Term B Loans effected on or prior to January 31, 2012 with the proceeds of a substantially concurrent issuance or incurrence of new Term A-2 Loans and/or new 2014 Revolving Credit Commitments) (“New Term Loans”) shall be accompanied by a prepayment fee equal to 1% of the aggregate principal amount of such prepayments if the Lower Yield Condition is met. For the avoidance of doubt, it is understood and agreed that any mandatory prepayment of the Term B Loans with the proceeds of such refinancing or New Term Loans that are not permitted by Section 7.03 shall be deemed to be an optional prepayment for purposes 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 this Section 2.17 in connection with any such revocation2.06(a)(v). (vi) Notwithstanding Section 11.01(f), in the event such contingency that this Agreement is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and amended at any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by accrued interest and fees time on the amount prepaid or prior to the date fixed for prepaymentthat is eighteen months after the Second Restatement Effective Date and such amendment to this Agreement reduces or, plusupon the satisfaction of certain conditions, in could have the case effect of any Eurodollar Loans that are prepaid on any day other than reducing, the last day of Applicable Margin or the Interest Period LIBOR floor applicable to itthe Term B Loans, the Borrower shall Company agrees to pay any amounts due to the Lenders as Administrative Agent for the benefit of each Term B Lender (whether or not such Term B Lender consents to such amendment) a result thereof pursuant fee in an amount equal to 1% of such Lender’s Term B Loans outstanding on the effective date of such amendment. Notwithstanding Section 2.1711.01(a), this Section 2.06(a)(vi) shall not be waived, amended or modified without the written consent of each Term B Lender adversely affected hereby.

Optional. (i) The Borrower may at any time and from time to time prepay the Loans, in whole or in part, without premium or penaltyBorrowers may, upon at least one Business Day’s irrevocable written notice delivered to in the Administrative Agent no later than 12:00 Noon, New York City time, case of Base Rate Advances and three Business Days prior thereto, Days’ irrevocable written notice in the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior theretoRate Advances, in each case substantially in the case form of ABR Loans, which notice shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans. Upon receipt of any such notice Exhibit O to the Administrative Agent shall promptly notify each relevant Lender thereof. If any stating the proposed date and aggregate principal amount of the prepayment, and if such notice is givengiven the Borrowers shall, prepay the outstanding aggregate principal amount specified of the Advances composing part of the same Borrowing, in such notice shall be due and payable on the date specified thereinwhole or ratably in part, together with accrued and unpaid interest to the date of such date prepayment on the aggregate principal amount prepaid. Partial ; provided that (1) each partial prepayment (other than prepayments of Loans L/C Advances) shall be in an aggregate principal amount of $1,000,000 or a whole an integral multiple of $500,000 in excess thereof. Notwithstanding , (2) if any prepayment of a Eurodollar Rate Advance is made on a date other than the foregoinglast day of an Interest Period for such Advance, the Borrowers shall also pay any amounts owing pursuant to Section 11.02(g) and (3) if such notice of prepayment delivered is given in connection with any a refinancing in respect of all or a portion of the Loans with Facilities, then the proceeds Borrowers may revoke such notice at any time if such Refinancing cannot be consummated as and when originally expected by the Borrowers. (ii) Each voluntary or optional prepayment of such refinancing the Term Advances shall be applied pro rata against subsequent scheduled payments of principal due on each Quarterly Date thereafter. Each voluntary or optional prepayment of the Working Capital Advances, the Swingline Advances or the L/C Advances shall be applied as directed by the Borrowers. Considering each Facility being prepaid separately, any prepayment thereof shall be applied first to Base Rate Advances to the fullest extent thereof before any application to Eurodollar Rate Advances, in each case in a manner which minimizes the amount of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated payments to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked made by the Borrower, subject Borrowers pursuant 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 11.02(g). (iii) Notice required to be given under this clause (a) shall (A) must be applied given by 12:00 (noon) (New York City time) on the date required, and (B) may be given in writing or by telephone; provided that, if notice is given by telephone, it must be promptly confirmed in writing to the prepayment in full of Administrative Agent (and the aggregate principal amount and any accrued but unpaid interest with respect Administrative Agent will promptly transmit such telephonic or original notice by telecopier or telephone to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due to the Lenders as a result thereof pursuant to Section 2.17each Appropriate Lender).

Optional. The (i) Subject to the last sentence of this Section 2.05(a)(i), 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 and Revolving Credit Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Lender thereofFacility). 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Term Loans under pursuant to this clause (aSection 2.05(a) shall be applied (x) ratably to the Term A Facility and the Term B Facility and (y) to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders in full accordance with their respective Applicable Percentages in respect of each of the aggregate principal amount and any accrued but unpaid interest with respect relevant Facilities. Notwithstanding anything to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to itcontrary contained herein, the Borrower shall pay any amounts due not be permitted to prepay the Lenders as a result thereof Term B Facility pursuant to this Section 2.172.05(a)(i) during the period from the Funding Date through the date ten Business Days thereafter.

Optional. The Each Borrower may may, upon notice from the Parent Borrower to the Administrative Agent, at any time and or from time to time voluntarily prepay the Loans, Loans in whole or in part, part without premium or penalty, upon irrevocable ; provided that (i) such notice delivered must be in a form reasonably acceptable to the Administrative Agent no and be received by the Administrative Agent not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three (3) Business Days (or such shorter time period as may be agreed by the Administrative Agent in its sole discretion) prior thereto, to any date of prepayment of Term SOFR Loans and (B) on the date of prepayment of Base Rate Loans; and (ii) any prepayment of Term SOFR Loans shall be in the case a principal amount of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, $1,000,000 or a whole multiple of $1,000,000 in the case of ABR Loans, which excess thereof. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Eurodollar Loans or ABR to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If any such notice is givengiven by the Parent Borrower, the applicable Borrower shall make such prepayment and the prepayment amount specified in such notice shall be due and payable on the date specified therein, together with provided, however, that notwithstanding anything to the contrary contained herein, any such prepayment notice may be conditioned upon the effectiveness of other credit facilities or the closing of one or more securities offerings or other transactions; provided, further, that, the Parent Borrower must affirmatively rescind any such prepayment notice by a subsequent written notice to the Administrative Agent, if the condition in an original prepayment notice shall fail to be satisfied by the proposed effective date of such prepayment, and upon the Administrative Agent’s receipt of such rescinding notice, shall have no obligation to make any prepayment in respect of such earlier prepayment notice. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together with any refinancing of all of the Loans with the proceeds of such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such revocation, in the event such contingency is not met. Each prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any additional amounts due to the Lenders as a result thereof required pursuant to Section 2.173.5.

Optional. (i) The Borrower may may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time and or from time to time voluntarily prepay the Loans, Revolving Loans in whole or in part, part without premium or penaltypenalty subject to Section 3.05; provided that, upon irrevocable unless otherwise agreed by the Administrative Agent, (A) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (1) three (3) Business Days prior theretoto any date of prepayment of Eurodollar Rate Loans and (2) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the case of Eurodollar Loans, and no later than 2:00 p.m., New York City time, one Business Day prior thereto, in the case of ABR Loans, which entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and whether the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt of any such notice the The Administrative Agent shall will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Facility). 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 . Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest to such date on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Partial Subject to Section 2.15, such prepayments shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the Revolving Facility. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in an aggregate a minimum principal amount of $1,000,000 100,000 or a whole multiple of $500,000 100,000 in excess thereofhereof (or, if less, the entire principal thereof then outstanding). Notwithstanding Each such notice shall specify the foregoing, any notice of prepayment delivered in connection with any refinancing of all of the Loans with the proceeds date and amount 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 prepayment. If such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked notice is given by the Borrower, subject to compliance with the obligations under Section 2.17 Borrower shall make such prepayment and the payment amount specified in connection with any such revocation, in notice shall be due and payable on the event such contingency is not metdate specified therein. Each Any prepayment of Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by all accrued interest and fees on the amount prepaid to the date fixed for prepaymentprepaid, plus, in the case of together with any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any additional amounts due to the Lenders as a result thereof required pursuant to Section 2.173.05.

Optional. The Borrower may Subject to Section 2.05(c), the Company 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, without premium or penalty, upon irrevocable ; provided that (x) such notice delivered to must be received by the Administrative Agent no not later than 12:00 Noon, New York City time, 11:00 a.m. (A) three Business Days prior thereto, in the case to any date of prepayment of Eurodollar Loans, and no later than 2:00 p.m., New York City time, (B) one Business Day prior thereto, in the case to any date of prepayment of ABR Loans; (y) any prepayment of Eurodollar Loans shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; and (z) any prepayment of ABR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, which in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of prepayment and whether such prepayment, the prepayment is Type(s) of Loans to be prepaid and, if Eurodollar Loans or ABR are to be prepaid, the Interest Period(s) of such Loans. Upon receipt ; provided that a notice of any prepayment given pursuant to this Section 2.05(a) may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice of prepayment may be revoked by the Company (by notice to the Administrative Agent shall on or prior to the specified date of prepayment) if such condition is not satisfied. The Administrative Agent will promptly notify each relevant Lender thereofof its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If any such notice is givengiven by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with . Any prepayment of a Eurodollar Loan shall be accompanied by all accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof. Notwithstanding the foregoing, any notice of prepayment delivered in connection together 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 additional amounts required pursuant 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 met3.05. Each prepayment of the outstanding Loans under pursuant to this clause (aSection 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro‑rata basis), and, subject to Section 2.16, each such prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month 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 any Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts due paid to the Lenders as a result thereof pursuant to Section 2.17in accordance with their respective Applicable Percentages in the relevant Facility.