Common use of Optional Clause in Contracts

Optional. (i) Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parent, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) The Borrowers may, subject to Section 2.05(a)(iii), upon notice to the Administrative AgentAgent by the Borrowers, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (penalty, except as provided set forth in clause (iii) belowSection 2.05(a)(vi); provided, that provided that: (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:30 a.m. (A1) three (3) two Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (Bunless otherwise agreed by the Administrative Agent) or (2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000, or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; (C) any prepayment of Base Rate Loans shall be in a minimum 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 and (D) any prepayment shall be made in the currency of the applicable Loan. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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 Parenta Borrower, the Borrowers subject to Section 2.05(a)(iii), such 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be be, as set forth in Section 2.05(c), accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.053.10. Each prepayment of the principal of, and interest on, any Revolving Credit Loans shall be made in the relevant Available Currency. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i2.05(a), Parent a Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesShares or other applicable share provided for under this Agreement. (ii) Parent The Borrowers may, subject to Section 2.05(a)(iii), upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 1,000,000 or a whole multiple of $100,000 in excess thereof 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 Parenta Borrower, the Borrowers subject to Section 2.05(a)(iii), such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior Notwithstanding anything to the date that is six (6) months following contrary contained in this Agreement, subject to the Closing Datepayment of any amounts owing pursuant to Section 3.10, the Borrowers may rescind (or delay the date of prepayment identified in) 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 a portion of the applicable Facility or was otherwise contingent upon the occurrence of any other event or satisfaction of any other condition, which refinancing or other event shall not be consummated or shall otherwise be delayed or which condition shall not have been (or in the good faith judgment of the Borrowers is not likely to be) satisfied. (iv) Voluntary prepayments of any Class of Term Loans permitted pursuant to Section 2.05(a)(i) shall be applied in a manner determined at the discretion of the Borrowers and specified in the notice of prepayment. (v) Notwithstanding anything in any Loan Document to the contrary, so long as (x) make any prepayment no Event of Term Loans in connection with any Repricing Transaction, or Default has occurred and is continuing and (y) effect only to the extent funded as a discount, no proceeds of Revolving Credit Loans are applied to fund any amendment purchase or prepayment under subclause (ii) of this Agreement resulting clause (v), any Borrower Party (or, in the case of a Repricing Transactiondirect prepayment, the Borrowers shall pay, relevant Borrower) may (i) purchase outstanding Term Loans on a joint and several basis, non-pro rata basis through open market purchases (pursuant to Section 10.07(l)) or (ii) prepay the Administrative Agentoutstanding Term Loans (which Term Loans shall, for the ratable account avoidance of each Term Lenderdoubt, (I) be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (xii) only shall be prepaid without premium or penalty on the following basis: (A) Any Borrower Party shall have the right to make a voluntary prepayment of Loans at a discount to par pursuant to a 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. (B) Any Borrower Party may from time to time offer to make a prepayment premium Discounted Term Loan Prepayment by providing the Auction Agent with five Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of 1% a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the amount applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of the Term Loans being prepaid and on an individual Class 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 Class, the Class or Classes of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts or Specified Discount Prepayment Amounts may be offered with respect to different Classes of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the case terms of clause (ythis Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a payment equal to 1% copy of such Specified Discount Prepayment Notice and a form of the aggregate amount Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. on the third Business Day after the date of the Term Loans outstanding immediately prior delivery of such notice to such amendment that have been repriced Lenders (in each case, the “Specified Discount Prepayment PremiumResponse Date”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 p.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans and otherwise be in a form reasonably acceptable to the Administrative Agent. 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. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that Parent may rescind any a notice of prepayment under pursuant to this Section 2.05(amay state that such notice is conditioned upon the occurrence of one or more events 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 date of prepayment) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied (i) to the Term A Facility or, Parent may in its sole discretion select if applicable, any Incremental Term Facilities as directed by the Borrowing or Borrowings Borrower and (ii) to be repaidthe principal repayment installments of the applicable facility as directed by the Borrower (or, if no such direction is provided, on a pro rata basis) and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesShares of the applicable facility. Subject to Section 2.17, each prepayment of the outstanding Revolving Credit Loans shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Pro Rata Shares of the Revolving Credit Facility. (ii) Parent The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans made by such Swing Line Lender in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, prepayment and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. ; provided that a notice of prepayment pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (iii) In by notice to the event that, Administrative Agent on or prior to the specified date that of prepayment) if such condition is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)not satisfied.

Optional. (i) The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Eurocurrency RateCORRA Loans or SOFR Loans and (B2) on the one Business Day prior to any date of prepayment of Base Rate Loans or Canadian Prime Rate Loans; (2B) any prepayment of Eurodollar Rate Eurocurrency RateCORRA Loans or SOFR Loans shall be in a Dollar Equivalent principal amount of $5 million 100,000 or a whole multiple of $1 million 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans or Canadian Prime Rate Loans shall be in a Dollar Equivalent 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. During a Dominion Trigger Period, there shall be no minimum repayment amount for Base Rate Loans or Canadian Prime Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (to be prepaid and, if Eurocurrency RateCORRA Loans or Borrowings) SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by Parentthe Borrower Agent, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Eurocurrency RateCORRA Loan or SOFR Loans shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.17, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ii) Parent The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent)) from the Borrower Agent, at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower Agent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers Subject to the last sentence of this Section 2.05(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit the Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the one Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.16, each such prepayment shall be applied to the case of each prepayment Loans of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be in form acceptable to the Administrative Agent in its reasonable discretion and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 50,000 or a whole multiple of $1 million 50,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 50,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender's Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.17, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans Applicable Percentages 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 2:00 p.m. on the date respect of each of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinrelevant Facilities. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers may, upon notice to the Administrative Agent, The Borrower may at any time or and from time to time elect to voluntarily prepay the Term Loans and the Revolving Credit Loans Loans, in whole or in part part, without premium or penalty (except as provided in clause (iii) below); providedpenalty, that upon irrevocable notice delivered to the Administrative Agent by 11:00 A.M., New York City time, (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) at least three (3) Business Days prior to any date of prepayment thereto in the case of Eurodollar Rate Loans and or (B2) on the date of such prepayment in the case of Base Rate ABR Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such which notice shall specify the date and amount of such prepayment, whether the prepayment and is of the Class (Revolving Loans or Classes) and Type (of the Term Loan, whether the prepayment is of Eurodollar Loans or Types) of ABR Loans and the order of Borrowing (or Borrowings) and, if Eurodollar Loans are to be prepaid, the Interest Period(s) of such Loans; provided that if a Eurodollar Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.15. The Upon receipt of any such notice, the Administrative Agent will shall promptly notify each Appropriate relevant Lender of its receipt of each such notice, thereof and of the amount of its ratable portion of such prepayment (based on such Lender’s Pro Rata Share Percentage in respect of such prepaymentthe relevant Facility). If any such notice is given by Parentgiven, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In (except in the case of each prepayment of the Loans pursuant that are ABR Loans) accrued interest to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. date on the date amount prepaid. Partial prepayments of the prepayment, and (2) any such prepayment Loans shall be in a minimum an aggregate principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof orthereof, of, if less, the entire principal amount thereof then outstanding. Subject to Section 2.22, each prepayment of outstanding Term Loans pursuant to this Section 2.6(a) shall be applied first, to the scheduled principal repayment installments due in the immediately succeeding four fiscal quarters in direct order of maturity, and thereafter to the remaining principal repayment installments thereof on a pro rata basis, and each such prepayment shall be paid to the Lenders in accordance with their Percentages in respect of each of the relevant Facilities. (ii) The Borrower may at any time and from time to time prepay the Swingline Loans, in whole or in part, without premium or penalty, upon irrevocable notice delivered to the Swingline Lender (with a copy to the Administrative Agent) by 1:00 P.M., New York City time, on the date of prepayment, which prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If any such notice is given by Parentgiven, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Revolving Loans or Term Loans and Revolving Credit Loans Loans, in each case, of any Class, in whole or in part without premium or penalty (except as provided in clause (iii) belowpenalty, subject to Section 2.05(j); provided, provided that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Revolving Lender and Term Lender, as applicable, of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the applicable Facility). If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that Parent may rescind any a notice of prepayment under this Section 2.05(adelivered by the Borrower may state that such notice is conditioned upon (i) the effectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such prepayment would have resulted from a refinancing or other repayment condition is not satisfied (provided further that the failure of all of the Facility or other transaction, which refinancing or transaction such contingency shall not be consummated or shall otherwise be delayedrelieve the Borrower from its obligations in respect thereof under Section 3.05). Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding250,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. ; provided that a notice of prepayment delivered by the Borrower may state that such notice is conditioned upon (iiii) In the event thateffectiveness of another credit facility or the closing of a securities offering or (ii) a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the date specified prepayment date) if such condition is not satisfied (provided, further, that is six (6) months following the Closing Date, failure of such contingency shall not relieve the Borrowers (x) make any prepayment of Term Loans Borrower from its obligations in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”respect thereof under Section 3.05).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,500,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent The Borrower may, upon notice to the Swing Line 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, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (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 Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.

Optional. (i) Borrowers Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,500,000 or a whole multiple of $1 million 250,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of Subject to Section 2.17, each such prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied as follows: first to the principal repayment installment thereof due as of the end of the fiscal quarter in which such prepayment is made, Parent may in its sole discretion select until such principal installment has been reduced to zero ($0) and second to the Borrowing or Borrowings to be repaidremaining principal repayment installments thereof on a pro-rata basis, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans Applicable Percentages 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 2:00 p.m. on the date respect of each of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinrelevant Facilities. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) The Borrowers may, upon notice pursuant to delivery to the Administrative AgentAgent of written notice, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans Advances in whole or in part without premium or penalty (except as provided in clause (iii) belowsubject to Section 8.04(e); providedprovided that, that unless otherwise agreed by the Agent, (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (ANew York City time) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Advances and (B2) on the date of prepayment of Base Rate LoansAdvances; (2B) any prepayment of Eurodollar Rate Loans Advances shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans Advances 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parent, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepaymentprepayment and the Type(s) of Advance to be prepaid and, if Eurodollar Rate Advances are to be prepaid, the Interest Period(s) of such Advances. The Agent 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 Pro Rata Share in respect of the relevant Facility). If such notice is given by Parenta 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. Any prepayment of a Eurodollar Rate Advance shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 8.04(e). Subject to Section 2.23, such prepayments shall be paid to the Lenders in accordance with their respective Pro Rata Share in respect of each of the relevant Facilities. (iiiii) In The Borrowers may, upon notice to the event Swingline Lender pursuant to delivery to the Swingline Lender of a written notice (with a copy to the Agent), at any time or from time to time, voluntarily prepay Swingline Advances 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 Agent not later than 1:00 p.m. on or prior to the date that is six of the prepayment, and (6B) months following the Closing Dateany such prepayment shall be in a minimum principal amount of $250,000 or a whole multiple 33 of $250,000 in excess hereof (or, if less, the Borrowers (x) make any prepayment entire principal thereof then outstanding). Each such notice shall specify the date and amount of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in such prepayment. If such notice is given by a Repricing TransactionBorrower, the Borrowers shall pay, make such prepayment and the payment amount specified in such notice shall be due and payable on a joint and several basis, to the Administrative Agent, for the ratable account date specified therein. Any prepayment of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of principal shall be accompanied by all accrued interest on the amount of the Term Loans being prepaid and (II) in the case of clause (y)prepaid, a payment equal together with any additional amounts required pursuant to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”Section 8.04(e).

Optional. (i) Borrowers may, upon notice to The Borrower shall have the Administrative Agent, right at any time or and from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans any Borrowing in whole or in part part, without penalty or premium or penalty (except as provided other than break funding payments pursuant to Section 3.3), subject to prior notice in clause accordance with paragraph (iiiii) belowof this Section 2.10(a); provided, that . (1ii) such notice must be received by The Borrower shall notify the Administrative Agent (and, in the case of prepayment of a Swing Line Loan, the Swing Line Lender) in writing of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Rate Borrowing, not later than 2:00 p.m. (A) 10:00 a.m., three (3) Business Days prior to any before the date of prepayment, (ii) in the case of prepayment of Eurodollar a Base Rate Loans and (B) Borrowing, not later than 10:00 a.m., on the date of prepayment or (iii) in the case of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount Swing Line Loan, not later than 11:00 a.m., on the date of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable, shall specify the prepayment date and the principal amount of such prepayment and the Class (each Borrowing or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) portion thereof to be prepaid, and, in the case of any written notice or confirmation, shall be signed by the Borrower in substantially the form of Exhibit E attached hereto or such other form as may be approved by the Administrative Agent. The Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and shall advise the Lenders of the amount contents thereof. Each partial prepayment of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice any Borrowing shall be due and payable on in an amount that would be permitted in the date specified therein; provided, that Parent may rescind any notice case of prepayment under this Section 2.05(a) if such prepayment would have resulted from an advance of a refinancing or other repayment of all Borrowing of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayedsame Type as provided in Section 2.2. Any Each prepayment of a Eurodollar Rate Loan Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by all accrued interest thereon, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Sharesextent required by Section 2.12. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied as directed by the Borrower. Subject to Section 2.16, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (iii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. p.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 250,000 or a whole multiple of $1 million 100,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select 2.05(a) shall be applied to the Borrowing or Borrowings to be repaidprincipal installments thereof on a pro-rata basis, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans and otherwise be in a form reasonably acceptable to the Administrative Agent. 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. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that Parent may rescind any a notice of prepayment under pursuant to this Section 2.05(amay state that such notice is conditioned upon the occurrence of one or more events 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 date of prepayment) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied (i) to the Term A Facility or, Parent may in its sole discretion select if applicable, any Incremental Term Facilities as directed by the Borrowing or Borrowings Borrower and (ii) to be repaidthe principal repayment installments of the applicable facility as directed by the Borrower (or, if no such direction is provided, on a pro rata basis) and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesShares of the applicable facility. Subject to Section 2.17, each prepayment of the outstanding Revolving Credit Loans shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Pro Rata Shares of the Revolving Credit Facility. (ii) Parent The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans made by such Swing Line Lender in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, prepayment and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. ; provided that a notice of prepayment pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (iii) In by notice to the event that, Administrative Agent on or prior to the specified date that of prepayment) if such condition is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)not satisfied.

Optional. (i) Borrowers Subject to the last sentence of this Section 2.05(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) 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. Each such notice shall specify the date and amount of such prepayment, whether such prepayment is a prepayment of Term Loans or Revolving Credit Loans, and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied to the principal repayment installments thereof, Parent may in its sole discretion select first, to the Borrowing or Borrowings to be repaidnext four installments coming due, and second, on a pro rata basis, and subject to Section 2.17, each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans Applicable Percentages 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 2:00 p.m. on the date respect of each of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinrelevant Facilities. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(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), Parent may in its sole discretion select and (y) thereafter, to the Borrowing or Borrowings remaining principal repayment installments to be repaidmade 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 payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 100,000, or, if less, the entire principal amount thereof of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. (Ai) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on in the date case of prepayment of Base Rate Loans; , not later than 11:00 a.m., New York City time, on the date of prepayment and (2ii) any in the case of prepayment of Eurodollar Rate Loans shall be in a principal amount Loans, not later than 11:00 am, New York City time, three Business Days before the date of $5 million or a whole multiple of $1 million in excess thereof; prepayment and (3B) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 5,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice . Each prepayment of prepayment under the outstanding Loans pursuant to this Section 2.05(a2.03(a) if such prepayment would have resulted from a refinancing or other repayment of all of shall be paid to the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayedLenders in accordance with their respective Applicable Percentages. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest thereon, on the principal repaid together with any additional amounts required pursuant to Section 3.05. In Notwithstanding the case of foregoing, each prepayment of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii2.03(a) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, made on or prior to the date that is six (6) months following first anniversary of the Closing Date, Date shall be accompanied by a premium payable by the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, Borrower to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1Lenders equal to 1.00% of the principal amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)so prepaid.

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative AgentAgent provided by the Borrower, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below)penalty; provided, that (1) that, such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (Ai) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (Bii) on the date of prepayment of Base Rate Loans; (2) any prepayment provided further that such notice may state that such notice is conditioned upon the effectiveness of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orother credit facilities, in each case, 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 less, the entire principal amount thereof then outstandingsuch condition is not satisfied. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parentgiven, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any voluntary prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of Subject to Section 2.16, each prepayment of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.05(a) shall be paid to the Appropriate Administrative Agent for distribution to the Lenders in accordance with their respective Pro Rata Shares. (ii. Each prepayment of Loans made pursuant to this Section 2.05(a) Parent may, upon notice to shall be applied against the Swing Line Lender (with a copy to remaining scheduled installments of principal due in respect of the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1) such notice must be received the manner specified by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof Borrower 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 Parent, the Borrowers shall make such prepayment and the payment amount not so specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Dateof such optional prepayment, the Borrowers (x) make any prepayment in direct order of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)maturity.

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay the Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 100,000 in excess thereof; and (3iii) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Term Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Term Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.13, each such prepayment shall be applied to the case of each prepayment Loans of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Company may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1x) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (B) on the one Business Day prior to any date of prepayment of Base Rate Loans; (2y) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3z) 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. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment. If such notice is given by Parentthe Company, the Borrowers 66 MSGN – A&R Credit Agreement (2019) Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Loans pursuant to this Section 2.05(a)(i2.05(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), Parent may in its sole discretion select the Borrowing or Borrowings and, subject to be repaidSection 2.16, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in the relevant Facility. (ii) Parent The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Company, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i1) Borrowers The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. p.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans denominated in Dollars shall be in a principal amount of $5 million 250,000 or a whole multiple of $1 million 100,000 in excess thereof; (C) any prepayment of Eurodollar Rate Loans denominated in Canadian Dollars shall be in a minimum principal amount of $250,000 or a whole multiple of $100,000 in excess thereof; and (3D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest thereonon the amount prepaid, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (iii) Parent At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swing Line Lender pursuant to delivery 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Payment Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans under any Facility in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Payment Agent not later than 2:00 p.m. 12:00 noon (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (Beastern time) on the date of prepayment of Base Rate any Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and under the order of Borrowing (or Borrowings) respective Facility to be prepaid. The Administrative Payment Agent will promptly notify each Appropriate Lender the relevant Lenders of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share (if any) of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.04(a) shall be paid applied to the Appropriate respective Facilities in the manner indicated by the Borrower and to the Lenders under such Facility in accordance with their respective Pro Rata Shares. (ii. Prepayments made pursuant to this Section 2.04(a) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) of any Term Facility shall be applied in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”accordance with Section 2.11(j).

Optional. (i) Borrowers Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four Business Days prior to any date of prepayment of CAD Loans, and (B3) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 5,000,000 or CAD$5,000,000 with respect to CAD Loans or a whole multiple of $1 million 1,000,000 or CAD$1,000,000 with respect to CAD Loans in excess thereof; and (3C) any prepayment of Base Rate Loans and Canadian Index Rate Loans shall be in a principal amount of $500,000 or CAD$500,000, as applicable, or a whole multiple of $100,000 or CAD$100,000, as applicable, in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; providedprovided that such notice may state that such notice is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any other specified event, that Parent may rescind any in which case such notice of prepayment under this may, subject to Section 2.05(a3.05, be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)) shall be applied as directed by the Borrower. Subject to Section 2.16, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. ; provided that such notice may state that such notice is conditional upon the consummation of an acquisition or sale transaction or upon the effectiveness of other credit facilities or the receipt of the proceeds from the issuance of other Indebtedness or the occurrence of any other specified event, in which case such notice of prepayment may, subject to Section 3.05, be revoked by the Borrower (iii) In by notice to the event that, Administrative Agent on or prior to the date that specified date) if such condition is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)not satisfied.

Optional. (i) Borrowers Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 12:30 p.m. (New York time or London time in the case of Loans denominated in an Alternative Currency) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereofthereof (or comparable amounts determined by the Administrative Agent in the case of Alternative Currency Loans); and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parenta Borrower, the Borrowers such 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In Each prepayment of principal of, and interest on, Alternative Currency Loans shall be made in the case of each relevant Alternative Currency. Each prepayment of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. Each prepayment of Term Loans pursuant to this Section 2.05(a) shall be applied to repayments thereof required pursuant to Section 2.07(a) in the order selected by the Company. (ii) Parent The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 250,000 or a whole multiple of $100,000 25,000 in excess thereof 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 Parentthe Company, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior Notwithstanding anything to the date that is six (6) months following the Closing Datecontrary contained in this Agreement, the Borrowers (xCompany may rescind any notice of prepayment under Section 2.05(a)(i) make or 2.05(a)(ii) if such prepayment would have resulted from a refinancing of all or any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% portion of the amount of the Term Loans being prepaid and (II) in the case of clause (y)Facilities, a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) Borrowers Each Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time elect to voluntarily prepay the Term Loans and or the Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by in a form acceptable to the Administrative Agent not later than 2:00 p.m. Agent (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or Canadian CDOR Rate Loans, and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 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 (3D) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding, and (E) any prepayment of 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 the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (to be prepaid and, if Eurocurrency Rate Loans or Borrowings) Canadian CDOR Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parenta Borrower, the Borrowers such 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan or Canadian CDOR Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select ) shall be applied ratably to the Borrowing or Borrowings to be repaidTerm Facility, and subject to Section 2.15, each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of the relevant Facility. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parenta Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term A Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans related to any Facility pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.05(a) shall be paid applied to the Appropriate Lenders Lenders’ respective Loans under such Facility in accordance with their respective Pro Rata SharesApplicable Percentages in respect of such Facility. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must may be in any form on an electronic platform or electronic transmission system or another form approved by the Administrative Agent 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 2:00 p.m. 12:00 p.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe 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; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(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 be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity), Parent may in its sole discretion select the Borrowing or Borrowings and subject to be repaidSection 2.18, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, less if less, the entire principal less than such amount thereof then is outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe 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. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Company may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as subject to Section 3.06; provided in clause (iii) below); provided, that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) on the date three (3) Business Days prior to any the date of the prepayment in connection with the prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of such Loans in connection with the prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parentthe Company, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided. Subject to Section 2.16, that Parent may rescind any notice of prepayment under this Section 2.05(a) if each such prepayment would have resulted from a refinancing or other repayment of all Committed Loans of the Facility or other transactionLenders shall be applied in accordance with their respective Applicable Percentages. Except as set forth in Section 2.19(c), which refinancing or transaction each prepayment of Loans pursuant to the foregoing shall not be consummated or shall otherwise be delayedapplied, to the remaining principal repayment installments of the Loans (including any payment due on the Maturity Date) on a pro rata basis. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares3.06. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative AgentAgent by the Borrower, at any time or from time to time elect to voluntarily prepay Term Loans and any Class or Classes of Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 1,000,000, or a whole multiple of $1 million 100,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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 Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with 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)(i2.05(a), Parent 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 be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesShares or other applicable share provided for under this Agreement. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 250,000 or a whole multiple of $100,000 in excess thereof 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 Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior Notwithstanding anything to the date that is six (6) months following the Closing Datecontrary contained in this Agreement, the Borrowers (xBorrower may rescind any notice of prepayment under Section 2.05(a)(i) make any or 2.05(a)(ii) if such prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in would have resulted from a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% refinancing of the amount of the Term Loans being prepaid and (II) in the case of clause (y)applicable Facility, a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit any Class of Loans in whole or in part without premium or penalty (except as provided in clause (iii) belowsubject to Section 2.05(d)); provided, provided that (1) such notice must be received by (A) with respect to prepayments of any Class of Term Loans or Incremental First Lien Term Loans, the Administrative Agent not later than 2:00 p.m. (New York Time) or (B) with respect to prepayments of any Class of Revolving Credit Loans, the Administrative Agent not later than 12:00 noon (New York Time), in the case of each of clauses (A) and (B), (x) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (By) on one (1) Business Day prior to the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 2,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesType(s) and Type (or TypesClass(es) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment (based on such Lender’s Pro Rata Share of such prepaymentthe relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of Subject to Section 2.16, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), Parent may 2.05(a) shall be applied in its sole discretion select direct order of maturities to the Borrowing principal repayment installments (or Borrowings proportional fractions thereof) applicable to be repaid, each of the Term Loans pursuant to Sections 2.07(a) or as otherwise directed by the Borrower; and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. All prepayments under this Section 2.05(a)(i) shall be subject to Section 2.05(d). (ii) Parent may, upon notice Notwithstanding anything to the Swing Line Lender (with contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date refinancing of all of the prepaymentFacilities, and (2) any such prepayment which refinancing shall not be in a minimum principal amount of $100,000 consummated or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall otherwise be due and payable on the date specified thereindelayed. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that Parent may rescind any such notice of a prepayment under this Section 2.05(a) if such prepayment would have resulted from a to be made in connection with any refinancing or other repayment of all of the Facility or other transaction, which Facilities with the proceeds of such refinancing or transaction of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence (provided further that the failure of such contingency shall not be consummated or shall otherwise be delayedrelieve 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 thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select 2.05(a) shall be applied (x) ratably to the Borrowing or Borrowings Term A Facility and the Term B Facility and (y) to be repaidthe principal repayment installments thereof on a pro-rata basis, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable 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) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurodollar 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 (Bz) on the date of prepayment of Base Rate Loans; (2B) any optional prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $5 million 2,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) 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 entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such optional prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each 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, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swing Line 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, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (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 Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.

Optional. (i) Borrowers The Borrower may, upon written notice to the Administrative AgentAgent (a “Prepayment Notice”), at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans made to the Borrower, in whole or in part without premium or penalty (except as provided described in clause (iiiiv) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m., (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parent, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 2.05(a)(iv) and Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a)(i), Parent 2.05(a) shall be applied among the Facilities in such amounts as the Borrower may direct in its sole discretion select and, in the Borrowing case of the Term Loan Facilities, in direct order of maturity or Borrowings to be repaidas otherwise directed by the Borrower. Other than as set forth in Section 10.07(l), and such payment each prepayment made by the Borrower in respect of a particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 11:00 a.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior Notwithstanding anything to the date that is six (6) months following the Closing Datecontrary contained in this Agreement, the Borrowers Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have resulted from (A) a refinancing of all of the Facilities, (B) issuance of New Term Loans and/or New Revolving Credit Commitments, which refinancing or issuance shall not be consummated or shall otherwise be delayed or (C) the refinancing of all or a portion of the Facilities with Credit Agreement Refinancing Indebtedness, which refinancing shall not be consummated or shall otherwise be delayed. (iv) At the time of the effectiveness of any Repricing Transaction that (x) make makes any prepayment of Term Loans or Revolving Credit Loans (with a corresponding reduction of Revolving Credit Commitments) in connection with any Repricing Transaction, or (y) effect effects any amendment of this Agreement resulting in a Repricing TransactionTransaction and is consummated prior to the first anniversary of the Closing Date, the Borrowers shall pay, on a joint and several basis, Borrower agrees to pay to the Administrative Agent, for the ratable account of each Term applicable Lender, a fee in an amount equal to, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans or Revolving Credit Loans (with a corresponding reduction of Revolving Credit Commitments) being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the applicable Term Loans or Revolving Credit Commitments outstanding immediately prior to such amendment that have been repriced (in each case, amendment. Such fees shall be due and payable upon the “Prepayment Premium”)date of the effectiveness of such Repricing Transaction.

Optional. (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must may be in any form on an electronic platform or electronic transmission system or another form approved by the Administrative Agent 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 2:00 p.m. 12:00 p.m. (A1) three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Term SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Term SOFR Loans shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe 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; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Term SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(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 be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity), Parent may in its sole discretion select the Borrowing or Borrowings and subject to be repaidSection 2.18, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, less if less, the entire principal less than such amount thereof then is outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe 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. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Loans, Revolving Credit Loans and/or Delayed Draw Term Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans and each Facility to which such prepayment shall apply (and if multiple Facilities are specified, the allocation among such Facilities). 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Committed Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent No Competitive Loan may be prepaid voluntarily without the prior consent of the applicable Competitive Loan Lender. (iii) 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the one Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 500,000 or a whole multiple of $1 million 100,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Revolving Credit Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B2) on the date of prepayment of Base Rate Loans or Daily Floating Rate Loans; and (2B) any prepayment of Eurodollar Rate Loans any Loan shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingoutstanding and (3) Bid Loans may not be voluntarily prepaid at any time without the prior written consent of the Lender or Lenders making such Bid Loans. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment prepayment amount specified in such notice shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.15, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein[Intentionally Omitted]. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) The Borrowers may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as subject to Section 3.05; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parentthe 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.16, each such prepayment shall be applied to the case of each prepayment Revolving Credit Loans of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. Each notice delivered by Newpark on behalf of the Borrowers pursuant to this Section 2.05(a) will be irrevocable, except that if a notice of prepayment is given on a conditional basis as contemplated by Section 2.06, then such notice of prepayment may be revoked if such notice of termination or reduction is revoked in accordance with Section 2.06. (ii) Parent The Borrowers may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 12:00 noon on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any . Any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers principal shall pay, be accompanied by all accrued interest on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)prepaid.

Optional. (i) Borrowers Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans shall be in a principal amount of $500,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by ParentBorrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this subsection(a)(i) shall be applied to the principal repayment installments thereof in the inverse order of maturity. Subject to Section 2.05(a)(i)2.15, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent Borrower may, upon notice to the Swing Line 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, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 250,000 or a whole multiple of $100,000 50,000 in excess thereof hereof (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 ParentBorrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.

Optional. (i) Borrowers Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative AgentAgent by the delivery of a Prepayment Notice substantially in the form of Exhibit J, at any time or from time to time elect to time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 9:30 a.m. (A) three (3) U.S. Government Securities Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the two (2) Business Days prior to any date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million U.S.$5,000,000 or a whole multiple of $1 million U.S.$1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 U.S.$500,000 or a whole multiple of $100,000 U.S.$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans Applicable Percentages 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 2:00 p.m. on the date respect of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinFacility. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (penalty, except as provided set forth in clause (iiiSection 2.05(a)(iv) below); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify specify, in the case of any prepayment of Term Loans, the applicable Tranche being repaid, and if a combination thereof, the principal amount allocable to each, the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility or Tranche, as the case may be). If such notice is given by Parentthe Borrower and not rescinded, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Sections 2.05(a)(iv) and Section 3.05. In the case of Subject to Section 2.18, each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(a) shall be applied on a pro rata basis to each Tranche of Term Loans and shall be applied within each Tranche of Term Loans to the principal repayment installments thereof in the manner directed by the Borrower (or, if no such direction is given, in direct order of maturities to the principal repayment installments (or proportional fractions thereof) applicable to such Tranche pursuant to Section 2.07(a), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, ); and each such payment prepayment shall be paid to the Appropriate Lenders on a pro rata basis; provided that, at the request of the Borrower, in accordance with their respective Pro Rata Shareslieu of such application on a pro rata basis among all Tranches of Term Loans, such prepayment may be applied to any Tranche of Term Loans so long as the maturity date of such Tranche of Term Loans precedes the maturity date of each other Tranche of Term Loans then outstanding or, in the event more than one Tranche of Term Loans shall have an identical maturity date that precedes the maturity date of each other Tranche of Term Loans then outstanding, to such Tranches on a pro rata basis. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 12:00 p.m. (New York City time) on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior Notwithstanding anything to the date contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or (a)(ii) if the notice for such prepayment is for the entire amount of Loans then outstanding under any or all of the Tranches and states that is six such notice was conditioned upon the occurrence or non-occurrence of any event specified therein (6including the effectiveness of other credit facilities). (iv) months following If the Borrower (A) makes a voluntary prepayment of any Initial Term Loans pursuant to Section 2.05(a), (B) makes a prepayment of Initial Term Loans with the proceeds of any Permitted Refinancing Obligations pursuant to Section 2.05(b)(iii), or (C) replaces a Lender pursuant to Section 3.07(a) hereof for failing to consent to a Repricing Transaction, in each case within one (1) year after the Closing Date, the Borrowers (x) make any prepayment of Term Loans Date in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers Borrower shall pay, on a joint and several basis, pay to the Administrative Agent, for the ratable account of each the applicable Term LenderLenders, a prepayment premium in an amount equal to 1.0% of the principal amount prepaid (I) or, in the case of clause (x)C) above, a prepayment premium of 1an amount equal to 1.0% of the principal amount of the Initial Term Loans being prepaid repaid in connection with such replacement). (v) Notwithstanding anything in any Loan Document to the contrary, so long as no Default or Event of Default has occurred and (II) in is continuing, the case of clause (y), a payment equal to 1% of Borrower may prepay the aggregate amount of the outstanding Term Loans outstanding immediately prior on the following basis: (A) The Borrower shall have the right to make a voluntary prepayment of Term Loans at a discount to par (such amendment that have been repriced (in each caseprepayment, the “Discounted Term Loan Prepayment”) pursuant to a Borrower Offer of Specified Discount Prepayment, a Borrower Solicitation of Discount Range Prepayment Premium”Offers, or a Borrower Solicitation of Discounted Prepayment Offers, in each case made in accordance with this Section 2.05(a)(v).; provided that (x) the Borrower shall not initiate any action under this Section 2.05(a)(v) in order to make a Discounted Term Loan Prepayment unless (1) at least ten

Optional. (i) Borrowers mayThe Borrower may on any Business Day, upon notice given to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 1:00 P.M. (ACharlotte, North Carolina time) three (3) on the third Business Days Day prior to any the date of prepayment the proposed Conversion in the case of a Conversion of Base Rate Advances into Eurodollar Rate Advances or of Eurodollar Rate Loans and Advances of one Interest Period into Eurodollar Rate Advances of another Interest Period, or 1:00 P.M. (BCharlotte, North Carolina time) on the Business Day immediately preceding the date of prepayment the proposed Conversion in the case of a Conversion of Eurodollar Rate Advances into Base Rate Advances, and subject to the provisions of Section 2.10, Convert all or any portion of the Advances of one Type comprising the same Borrowing into Advances of the other Type; provided, however, that: (i) 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; (ii) any Conversion of Base Rate Loans; (2) any prepayment of Advances into Eurodollar Rate Loans Advances shall be made only if no Default under Section 6.01(a) or 6.01(f) or Event of Default shall have 45 50 occurred and be continuing and shall be in a principal an amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, not less than the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parent, the Borrowers shall make such prepayment and the payment minimum amount specified in such notice Section 2.02(c); (iii) no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c); and (iv) each Conversion of Advances comprising part of the same Borrowing under any Facility shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to made among the Appropriate Lenders in accordance with their respective Pro Rata Shares. Shares of such Facility. Each notice of a Conversion (iia "NOTICE OF CONVERSION") Parent mayshall be delivered by telephone, upon notice to the Swing Line Lender confirmed promptly (with a copy to the Administrative Agent)and, at in any time or from time to timeevent, elect to 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 2:00 p.m. on the date of the prepaymentsame Business Day) in writing, and (2) any such prepayment or by telecopier, shall be in substantially the form of Exhibit B-3 hereto and duly executed by a minimum principal amount Responsible Officer of $100,000 or the Borrower, and shall, within the restrictions set forth in the immediately preceding sentence, specify therein: (A) the requested date of such Conversion (which shall be a whole multiple of $100,000 in excess thereof or, Business Day); (B) the Advances requested to be Converted; and (C) if lesssuch Conversion is into Eurodollar Rate Advances, the entire principal amount thereof then outstandingrequested duration of the Interest Period 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, by telecopier. Each such notice shall specify the date and amount Notice of such prepayment. If such notice is given by Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice Conversion shall be due irrevocable and payable binding on the date specified thereinBorrower. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers Any Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans made to such Borrower, in each case, in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (Anoon) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans or EURIBOR Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans or EURIBOR Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereofthereof (or comparable amounts determined by the Administrative Agent in the case of Euro Loans) or, if less, the entire principal amount thereof then outstanding; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parenta Borrower, the Borrowers such 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan or EURIBOR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In Each prepayment of principal of, and interest on, Euro Loans shall be made in the case of each relevant Euro. Each prepayment of the Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied among the Facilities to such Class(es) in such amounts and, Parent in the case of the Term Loan Facility, in such order of maturity, as the relevant Borrower may direct in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment discretion. Each prepayment made by a Borrower in respect of a particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 12:00 p.m. (noon) on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parenteither Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior Notwithstanding anything to the date that is six (6contrary contained in this Agreement, any relevant Borrower may rescind any notice of prepayment under Section 2.05(a)(i) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).Section

Optional. (i) Borrowers Subject to the penultimate sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each such prepayment of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of the Revolving Credit Facility. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers maySubject to the last sentence of this Section 2.05(a)(i), the Borrower may upon notice to the Administrative Agent, at any time or from time to time elect to time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (Ax) three (3) threetwo Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans and (By) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 100,000 in excess thereof; , and (3C) 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. Each such notice shall specify the Facility to be prepaid, the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided. Notwithstanding anything to the contrary contained herein, that Parent may rescind any notice of prepayment under this Section 2.05(amay 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 by the Borrower (by written notice on or prior to the specified effective date) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Rate Rateany Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the case remaining scheduled installments of each prepayment principal thereof in a manner determined at the sole discretion of the Borrower and specified in the notice of prepayment, and, subject to the other limitations expressly set forth in this Agreement, the Borrower may elect to apply voluntary prepayments of Term Loans pursuant to this Section 2.05(a)(i), Parent may one or more Class or Classes of Term Loans selected by the Borrower in its sole discretion select discretion. If the Borrowing or Borrowings Borrower fails to be repaid, and such payment timely specify its election then the prepayment shall be paid applied to each Class of Term Loans on a pro rata basis and within each Class shall be applied in direct order of maturity. Subject to Section 2.15, prepayments shall be applied to the Appropriate Loans of the Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans Applicable Percentages 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 2:00 p.m. on the date respect of each of the prepaymentrelevant Facilities; provided that, in each case, first to Base Rate Loans and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount to Eurodollar RateTerm SOFR Loans specified in such notice shall be due and payable on the date specified thereinin direct order of Interest Period maturities. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers Subject to the last sentence of this Section 2.03(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided set forth in clause (iiic) below); provided, provided that (1A) such notice must be in a form reasonably acceptable to the Administrative Agent and received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that Parent may rescind any notice of prepayment under this Section 2.05(amay 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 prepayment would have resulted from a refinancing condition is not satisfied or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Loans pursuant to this Section 2.03(a) shall be applied to the principal repayment installments thereof as the Borrower may direct (and in the absence of any such direction, on a pro-rata basis), and subject to Section 2.15, each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained herein, the Borrower shall not be permitted to prepay the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select 2.03(a) during the Borrowing or Borrowings to be repaid, and such payment shall be paid to period from the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on Restatement Effective Date through the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinten Business Days thereafter. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers Each Borrower may, upon notice by the Borrowers’ Agent to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iiipenalty, subject to Sections 2.05(a)(iii) belowand 2.05(a)(iv); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 12:30 p.m. (New York, New York time in the case of any Borrowings by the U.S. Borrower and London, United Kingdom time in the case of Borrowings by any Non-U.S. Borrower) (A) three two (32) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 5,000,000, €5,000,000 or £5,000,000, as applicable, or a whole multiple of $1 million 500,000, €500,000 or £500,000, as applicable, in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 1,000,000 or a whole multiple of $100,000 250,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or BorrowingsBorrowing(s) to be prepaid. 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. If such notice is given by Parent, the Borrowers 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; provided, provided that Parent may rescind any a notice of prepayment under this Section 2.05(aof the Loans delivered by the Borrowers’ Agent may state that such notice is conditional upon the effectiveness of another financing or a Change of Control, and in either such case, such notice may be revoked by the Borrowers’ Agent (by written notice to the Administrative Agent a reasonable time prior to the specified effective date) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In Each prepayment of principal of, and interest on, Revolving Credit Loans shall be made in the currency in which such Revolving Credit Loans are denominated. Each prepayment of principal of, and interest on, Loans denominated in Dollars shall be made in Dollars. Subject to Section 2.05(b)(vii) below, in the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i2.05(a), Parent the Borrowers’ Agent may in its sole discretion select the Borrowing or Borrowings Borrowings, including the Class (and the order of maturity of principal payments), to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent Each Borrower may, upon notice by the Borrowers’ Agent to the relevant Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the relevant Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. (London time in the case of Swing Line Loans denominated in Alternative Currency) on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000, €100,000 or £100,000, as applicable, or a whole multiple of $100,000, €100,000 or £100,000, as applicable, in excess thereof 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 Parent, the Borrowers 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. (iii) In the event that, on or that any Tranche B-3 Term Loans are repaid (the “Repaid Tranche B-3 Loans”) prior to the second anniversary of the Amendment Effective Date in whole or in part, the relevant Borrower shall pay to Lenders holding such Repaid Tranche B-3 Loans the Applicable Premium as of the date of such prepayment; provided that is six (6) months following prior to second anniversary of the Closing Amendment Effective Date, the Borrowers (x) make any prepayment Company may, at its option, on one or more occasions repay up to 35% of the aggregate principal amount of the German Tranche B-3 Euro Term Loans as of the Amendment Effective Date and up to 35% of the aggregate principal amount of the U.S. Tranche B-3 Dollar Term Loans as of the Amendment Effective Date, subject in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, each case to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of (and in substitution for the Applicable Premium) on the principal amount of the such Tranche B-3 Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1the then applicable Eurocurrency Rate for an interest period of three months plus the Applicable Rate in effect on such date, plus accrued and unpaid interest thereon to the date of such repayment, with the Net Proceeds of one or more Equity Offerings; provided that (i) at least 50% of the sum of the original aggregate principal amount of the relevant tranche of Tranche B-3 Term Loans remains outstanding immediately after the occurrence of each such repayment and (ii) each such repayment occurs within 90 days of the date of closing of each such Equity Offering. (iv) In the event that, prior to the second anniversary of the Amendment Effective Date, there shall occur any amendment, amendment and restatement or other modification of this Agreement that reduces the Applicable Rate with respect to any Tranche B-2 Term Loans or any prepayment or refinancing of any Tranche B-2 Term Loans in whole or in part with proceeds of Indebtedness having lower applicable margins or applicable total yield (after giving effect to any premiums paid on such Indebtedness) than the Applicable Rate or applicable total yield for the relevant Tranche B-2 Term Loans as of the Amendment Effective Date, each such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, shall be accompanied by a fee or prepayment premium, as applicable, equal to (i) 3.00% of the outstanding principal amount subject thereto, if such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, occurs prior to the first anniversary of the Amendment Effective Date and (ii) 1.50% of the outstanding principal amount subject thereto, if such amendment, amendment and restatement, modification, prepayment or refinancing, as the case may be, occurs on or after the first anniversary of the Amendment Effective Date but prior to the second anniversary of the Amendment Effective Date. As a condition to effectiveness of any assignment in respect of any amendment, amendment and restatement or modification to this Agreement effective prior to the second anniversary of the Amendment Effective Date that have been repriced (has the effect of reducing the Applicable Rate for any Tranche B-2 Term Loans from the Applicable Rate in each caseeffect on the Amendment Effective Date, the “Prepayment Premium”)relevant Borrower shall pay to such Non-Consenting Lender of Tranche B-2 Term Loans a premium equal to the premium that would apply if such Non-Consenting Lender’s Tranche B-2 Term Loans being assigned were being prepaid and subject to the premium set forth in the immediately preceding sentence.

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part and, subject to Section 2.05(d), without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 1:00 p.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select 2.05(a) shall be applied to the Borrowing or Borrowings to be repaidprincipal repayment installments thereof on a pro-rata basis, and subject to Section 2.16, each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior Notwithstanding anything to the date that is six (6) months following the Closing Datecontrary contained in this Agreement, the Borrowers Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have resulted from a refinancing (xor payment in full) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and Facilities, which refinancing (IIor other payment) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)shall not be consummated or otherwise shall be delayed.

Optional. (i) Borrowers Subject to Section 2.05(c), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. in a form acceptable (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select 2.05(a) shall be applied to the Borrowing or Borrowings to be repaidprincipal repayment installments thereof as directed by the Borrower, and subject to Section 2.15, each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans Applicable Percentages 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 2:00 p.m. on the date respect of each of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinrelevant Facility. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.16, each such prepayment shall be applied to the case of each prepayment Revolving Credit Loans of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 12:00 noon on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers may, upon notice The Borrower may not voluntarily prepay the Loans at any time prior to the Administrative Agentfirst anniversary of the Closing Date. (ii) The Borrower may, at any time or from time after the first anniversary of the Closing Date but prior to time elect to the eighteen (18) month anniversary of the Closing Date, voluntarily prepay Term Loans and Revolving Credit Loans the Loans, in whole or in part without premium or penalty (except as provided in clause (iii) below); providedpart, that (1) such notice must be received by delivering to the Administrative Agent not no later than 2:00 p.m. 11:00 a.m. (ALondon time) three at least five (35) Business Days prior to any the proposed prepayment date, irrevocable written notice specifying the proposed prepayment date and the aggregate principal amount of such prepayment; provided that the Borrower shall have delivered to the Administrative Agent no later than the proposed prepayment date, evidence to the Administrative Agent’s reasonable satisfaction of Eurodollar Rate Loans and (B) on the date Borrower having successfully obtained committed financing for its working capital needs in an aggregate amount of at least $50,000,000 through an issuance of Equity Interests or subordinated debt, or through other financing sources reasonably acceptable to the Administrative Agent. Each such voluntary prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal an amount of equal to $5 million 5,000,000 or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parent, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire aggregate outstanding principal amount thereof then outstanding. Each such notice shall specify of the date and amount of such prepaymentLoans, as the case may be). If any such notice is given by Parentgiven, 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) In The Borrower may, at any time after the event that, on or prior to the date that is six eighteen (618) months following month anniversary of the Closing Date, voluntarily prepay the Borrowers (x) make any prepayment of Term Loans Loans, in connection with any Repricing Transactionwhole or in part, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, by delivering to the Administrative AgentAgent no later than 11:00 a.m. (London time) at least five (5) Business Days prior to the proposed prepayment date, for irrevocable written notice specifying the ratable account proposed prepayment date and the aggregate principal amount of each Term Lendersuch prepayment. Each such voluntary prepayment shall be in an amount equal to $5,000,000 or a whole multiple of $1,000,000 in excess thereof (or, (I) in if less, the case of clause (x), a prepayment premium of 1% of the aggregate outstanding principal amount of the Term Loans being prepaid and (II) in Loans, as the case of clause (ymay be), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to . If any such amendment that have been repriced (in each casenotice is given, the “Prepayment Premium”)amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) Borrowers Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative AgentAgent by the delivery of a Prepayment Notice substantially in the form of Exhibit J, at any time or from time to time elect to time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 9:30 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the two (2) Business Days prior to any date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million U.S.$5,000,000 or a whole multiple of $1 million U.S.$1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 U.S.$500,000 or a whole multiple of $100,000 U.S.$100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share 's ratable portion of such prepaymentprepayment (based on such Lender's Applicable Percentage). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans Applicable Percentages 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 2:00 p.m. on the date respect of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinFacility. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers Each applicable Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Committed Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Committed Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parenta Borrower, the Borrowers such 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.17, each such prepayment shall be applied to the case of each prepayment Committed Loans of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ii) Parent Any applicable Borrower may, upon notice to the Swing Line 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentsuch Borrower, the Borrowers such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers Each Borrower may, upon notice from Toro to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be in a form acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m. 12:00 noon (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (B) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (BC) on the date of prepayment of Base Rate Committed Loans; (2ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal Dollar Equivalent amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (3iv) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Committed Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such ratable portion of such prepayment (based on such Lender’s Pro Rata Share of such prepaymentApplicable Percentage). If Once such notice is given by ParentToro, the Borrowers applicable 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.16, each such prepayment shall be applied to the case of each prepayment Committed Loans of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ii) Parent Toro may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If Once such notice is given by ParentToro, the Borrowers Toro shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon upon, subject to clause (iii) below, irrevocable written notice to the Administrative AgentAgent by the Borrower, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) belowsubject to Section 2.05(a)(iv)); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (New York City time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 500,000, or a whole multiple of $1 million 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 entire principal amount thereof then outstandingoutstanding and (4) in no event shall the Borrower be permitted to elect to voluntarily prepay Term Loans (other than Initial Term Loans) pursuant to this Section 2.05(a) on a greater than pro rata basis with the Initial Term Loans. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or BorrowingsBorrowing(s) to be prepaid. 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 Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with 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)(i2.05(a), Parent 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 be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesShares or other applicable share as provided for under this Agreement. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (2ii) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess thereof; (iii) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof; and (iv) any prepayment of Base Rate Committed Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 200,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Committed Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parentthe Company, the Borrowers applicable 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.18, each such prepayment shall be applied to the case of each prepayment Committed Loans of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ii) Parent The Company may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Company, the Borrowers Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice by delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time elect to on or after the Closing Date, voluntarily prepay Term Loans and Revolving Credit the Loans in whole or in part without premium or penalty together with the applicable Loan Payment Fees and any amounts due pursuant to Section 3.5; provided that, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three one (31) Business Days prior to any date of prepayment of a Eurodollar Rate Loans Loan and (B2) on the date of prepayment of a Base Rate LoansLoan; and (2B) any prepayment of Eurodollar Rate the Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parent, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with the applicable Loan Payment Fees and any additional amounts required due pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding3.5. Each such notice shall specify the date and amount of such prepayment, the applicable Loan Payment Fees (if any), the amount of the applicable Loan Payment Fee Shares (if any) and the remaining portion of the Permitted Payment Amount (if any). The Administrative Agent will promptly notify each Lender of its receipt of any such Notice of Loan Prepayment, and of the amount of such Lender’s ratable portion of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice Notice of Loan Prepayment shall be due and payable on the date specified therein. (iii) In the event that, . Any prepayment shall be accompanied by all accrued interest on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal applicable Loan Payment Fees and any amounts due pursuant to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.5.

Optional. (i) Borrowers Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) below); provided, that or (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 500,000 or a whole multiple of $1 million 100,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(a) shall be applied to the principal repayment installments thereof in direct order of maturity (unless otherwise directed by the Borrower), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without without, except as set forth in Section 2.05(a)(iv) below, premium or penalty (except as provided in clause (iii) below)penalty; provided, that (1) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (New York time) (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 3,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) class and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section Sections 2.05(a)(iv) and 3.05. In the case event of each any prepayments of Loans under this Section 2.05(a) made at a time when Loans of more than one trancheclass remain outstanding, the Borrower shall select the trancheclass of Loans to be prepaid. Each prepayment of the outstanding Loans under a Facility pursuant to this Section 2.05(a)(i), Parent may 2.05(a) shall be applied to the then-remaining amortization payments in its sole discretion select the Borrowing or Borrowings to be repaid, manner directed by the Borrower; and each such payment prepayment shall be paid to the Appropriate applicable Lenders in accordance with their respective Pro Rata Shareson a pro rata basis. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein[Reserved]. (iii) In the event that, on or prior Notwithstanding anything to the date that is six (6) months following the Closing Datecontrary contained in this Agreement, the Borrowers Borrower may rescind any notice of prepayment under Section 2.05(a)(i) if such prepayment would have resulted from a refinancing of any Facility, which refinancing shall not be consummated or shall otherwise be delayed. (xiv) make any If the Borrower makes a prepayment of Term Loans pursuant to Section 2.05(a) or a prepayment of Term Loans with the proceeds of any Specified Refinancing Debt pursuant to Section 2.05(b)(iii), in each case within 365180 days after the ClosingAmendment No. 1 Effective Date in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers Borrower shall pay, on a joint and several basis, pay to the Administrative Agent, for the ratable account of the applicable Lenders (including each Term Lender, (I) in the case of clause (xLender that withholds its consent to such Repricing Transaction and is replaced as a Non-Consenting Lender under Section 3.07), a prepayment premium of 1in an amount equal to 1.0% of the principal amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)prepaid.

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and and/or Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) belowsubject to Section 3.05); provided, that that, unless otherwise agreed by the Administrative Agent: (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 10:00 a.m. (A1) three threetwo (332) Business Days prior to any date of prepayment of Eurodollar Rate Loans RateTerm SOFR Loans, and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (3C) 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). Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower (or, if no such direction is provided by the Borrower, such prepayment shall be applied to all then-existing Term Loans on a pro rata basis, and, with respect to each then-existing Term Facility, to the principal repayment installments thereof in inverse order of maturity). Subject to Section 2.15, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent The Borrower may, upon notice to the Swing Line 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, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; provided, that that, unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 p.m. 10:00 a.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (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 Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers may, upon notice to The Borrower shall have the Administrative Agent, right at any time or and from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans any Borrowing in whole or in part without premium or penalty (penalty, except as provided in clause Section 2.13, subject to prior notice in accordance with paragraph (iiib) below); provided, that of this Section. (1ii) such notice must be received by The Borrower shall notify the Administrative Agent by telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing in dollars, not later than 2:00 p.m. (A) 11:00 a.m., New York City time, three (3) Business Days prior to any before the date of prepayment, (ii) in the case of prepayment of Eurodollar Rate Loans and (B) an ABR Borrowing not later than 11:00 a.m., New York City time, on the date of prepayment, or (iii) in the case of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Rate Loans shall be a Eurocurrency Borrowing in a principal amount of $5 million Euros or a whole multiple Euro Reference Rate Borrowing, not later than 11:00 a.m., London time, three Business Days before the date of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstandingprepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of such prepayment and the Class (each Borrowing or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) portion thereof to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice; provided that, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by Parent, 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 Parent may rescind any if a notice of prepayment under this is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.05(a) 2.06, then such notice of prepayment may be revoked if such prepayment would have resulted from notice of termination is revoked in accordance with Section 2.06. Promptly following receipt of any such notice relating to a refinancing or other repayment of all Borrowing, the Administrative Agent shall advise the Lenders of the Facility or other transactioncontents thereof. Each partial prepayment of any Borrowing, which refinancing or transaction and the remainder of such Borrowing after giving effect to such prepayment, shall not be consummated or shall otherwise in an amount that would be delayedpermitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02. Any Each prepayment of a Eurodollar Rate Loan Dollar Tranche Borrowing shall be applied ratably to the Dollar Tranche Revolving Loans included in the prepaid Dollar Tranche Borrowing. Each prepayment of a Multi-Currency Tranche Borrowing shall be prepaid in the currency in which such Borrowing was made and such prepayment shall be applied ratably to the Multi-Currency Revolving Loans included in the prepaid Multi-Currency Borrowing. Prepayments shall be accompanied by all accrued interest thereon, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Sharesextent required by Section 2.10. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.5; provided that, unless otherwise agreed by the Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (B3) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.053.5. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.9(a) shall be applied to the principal repayment installments thereof in inverse order of maturity. Subject to Section 2.13, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent The Borrower may, upon notice to the Swing Line 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, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (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 Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.5.

Optional. (i) Borrowers Subject to the payment of any required prepayment premium, the Borrower may, upon prior written notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as part; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on one Business Day prior to the date of prepayment of Base Rate any other Loans; and (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or Types) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parent, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers 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 Loan shall be accompanied by all accrued interest on the amount prepaid, together with any premiums required under clause (iiic) In below and additional amounts required pursuant to Section 3.05. Each prepayment of the event that, on or prior outstanding Loans pursuant to this Section 2.03(a) shall be applied to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, principal repayment installments thereof on a joint and several pro-rata basis, and each prepayment shall be applied to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% Loans of the amount of the Term Loans being prepaid and (II) Lenders in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)accordance with their respective Applicable Percentages.

Optional. (i) Borrowers maySubject to the last sentence of this Section 2.05(a)(i), the Borrower may upon notice to the Administrative Agent, at any time or from time to time elect to time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (Ax) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (By) on the date of prepayment of Base Rate Loans; , (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; , and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 1,000,000 or a whole multiple of $100,000 500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the Facility to be prepaid, the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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 Applicable Percentage of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall irrevocably make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.05(a) shall be paid applied to the Appropriate principal repayment installments thereof in (a) direct order of maturity, (b) inverse order of maturity or (c) on a pro-rata basis, as the Borrower may elect. Subject to Section 2.15, prepayments shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans Applicable Percentages 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 2:00 p.m. on the date respect of each of the prepaymentrelevant Facilities; provided that, in each case, first to Base Rate Loans and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount to Eurodollar Rate Loans specified in such notice shall be due and payable on the date specified thereinin direct order of Interest Period maturities. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Revolving Credit Lender of its receipt of each such notice, and of the amount of such Revolving Credit Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice Notwithstanding anything to the Swing Line Lender contrary contained herein, the Borrower shall not be permitted to prepay the Term Facility unless the Borrower shall have (with a copy to A) terminated the Administrative Agent), at any time or from time to time, elect to 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 Revolving Credit Facility and the Administrative Agent not later than 2:00 p.m. on the date of the prepayment, repaid all Obligations and (2B) any such prepayment shall be in if Bank of America is a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, terminated all credit facilities (Iincluding all Swap Contracts) in between the case Borrower and Bank of clause (x), America and repaid all Indebtedness owed to Bank of America. Any prepayment of a prepayment premium of 1% of Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount of the Term Loans being prepaid and (II) in the case of clause (y)prepaid, a payment equal together with any additional amounts required pursuant to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty subject to Section 3.05; provided that, unless otherwise agreed by the Administrative Agent, (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 8:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepayment (based on (I) with respect to the principal portion of such prepayment, such Lender’s Applicable Percentage in respect of the Revolving Facility, and (II) with respect to accrued interest on the principal portion of such prepayment, pro rata in accordance with the amount that the accrued interest due to each Lender in connection with the principal portion of such prepayment bears to the amount of accrued interest due to all Lenders in connection with the principal portion of such prepayment). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.15, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders (X) with respect to the principal portion of such prepayment, in accordance with their respective Pro Rata Shareseach Lender’s Applicable Percentage in respect of the Revolving Facility, and (II) with respect to accrued interest on the principal portion of such prepayment, pro rata in accordance with the amount that the accrued interest due to each Lender in connection with the principal portion of such prepayment bears to the amount of accrued interest due to all Lenders in connection with the principal portion of such prepayment. (ii) Parent The Borrower may, upon notice to the Swing Line 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, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; providedprovided that, that unless otherwise agreed by the Swingline Lender, (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 p.m. 10:00 a.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof hereof (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 Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative AgentAgent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as subject to Section 3.05; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars, (2) four (4) Business Days (or five (5), in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (B3) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $5 million 500,000 or a whole multiple of $1 million 100,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (3D) 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. Each such notice shall specify the date date, the currency, and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.15, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. (ii) Parent The Borrower may, upon notice to the Swing Line 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, elect to voluntarily prepay Swing Line Swingline Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Swingline Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (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 Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any . Any prepayment of Term Loans in connection principal shall be accompanied by all accrued interest on the amount prepaid, together with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, additional amounts required pursuant to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Section 3.05.

Optional. (i) The Borrowers may, upon notice by the Borrowers substantially in the form of Exhibit K-1 to the Administrative Applicable Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided set forth in clause (iiiSection 2.05(a)(iii) below); provided, provided that (1) such notice must be received by the Administrative Applicable Agent not later than 2:00 p.m. (A) three four (34) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and denominated in Euro, (B) three Business Days prior to any date of prepayment of any other Eurocurrency Rate Loan, (C) on the date of prepayment of any Base Rate LoansLoans (or such shorter period as the Applicable Agent shall agree), (D) five (5) Business Days prior to any date of prepayment of any Benchmark PBOC Rate Loans (or such shorter period as the Redenomination Term Facilities Administrative Agent shall agree); (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be (x) in a principal amount of $5 million 1,000,000 (or the equivalent Dollar Amount), or (y) a whole multiple of $1 million 1,000,000 (or the equivalent Dollar Amount) in excess thereof; and (3) any prepayment of Base Rate Loans shall be (x) in a principal amount of $500,000 1,000,000 (or the equivalent Dollar Amount), or (y) a whole multiple of $100,000 500,000 (or the equivalent Dollar Amount) in excess thereof; and (4) any prepayment of Benchmark PBOC Rate Loans shall be (x) in a principal amount of RMB10,000,000, or (y) a whole multiple of RMB1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, the Class (or Classes) and Type (or TypesTranche of Loans to be prepaid, the Type(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the class of Loans to be prepaid includes Base Rate Loans, Eurocurrency Rate Loans and/or Benchmark PBOC Rate Loans, absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans and Benchmark PBOC Rate Loans pro rata to the full extent thereof before application to Eurocurrency Rate Loans, in each case in a manner that minimizes the amount payable by the Borrowers in respect of such prepayment pursuant to Section 3.06). The Administrative Applicable 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 ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by Parentthe Borrowers, subject to clause (ii) below, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.052.05(a)(iii) and Section 3.06. In Each prepayment of the case of principal of, and interest on, any Revolving Credit Loans denominated in an Alternative Currency shall be made in the relevant Alternative Currency and each prepayment of the Loans principal of, and interest on, any Term B-3 Loan shall be in RMB. Subject to Section 2.17, each prepayment of an outstanding Term Loan Tranche pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment 2.05(a) shall be paid applied to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date remaining amortization payments of the prepayment, and applicable Term Loan Tranche (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make have not made such prepayment and designation, in direct order of maturity) or otherwise as directed by the payment amount specified Borrowers, but in such notice shall be due and payable any event on the date specified therein. (iii) In the event that, on or prior a pro rata basis to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Lenders within such applicable Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)Loan Tranche.

Optional. (i) The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. noon (A1) three (3) two Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; and (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million or a whole multiple of $1 million in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. There shall be no minimum amounts applicable to repayments of Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower Agent, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.17, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans Applicable Percentage 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 2:00 p.m. on the date respect of each of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified thereinrelevant Facilities. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to time, voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 p.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans and otherwise be in a form reasonably acceptable to the Administrative Agent. 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. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that Parent may rescind any a notice of prepayment under pursuant to this Section 2.05(amay state that such notice is conditioned upon the occurrence of one or more events 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 date of prepayment) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied (i) to the Term A Facility or, Parent may in its sole discretion select if applicable, any Incremental Term Facilities as directed by the Borrowing or Borrowings Borrower and (ii) to be repaidthe principal repayment installments of the applicable facility as directed by the Borrower (or, if no such direction is provided, on a pro rata basis) and each such payment prepayment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesShares of the applicable facility. Subject to Section 2.17, each prepayment of the outstanding Revolving Credit Loans shall be applied to the Revolving Credit Loans of the Lenders in accordance with their respective Pro Rata Shares of the Revolving Credit Facility. (ii2) Parent The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to voluntarily prepay Swing Line Loans made by such Swing Line Lender in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, prepayment and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. ; provided that a notice of prepayment pursuant to this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (iii) In by notice to the event that, Administrative Agent on or prior to the specified date that of prepayment) if such condition is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)not satisfied.

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative AgentAgent (which notice may, at the Borrower’s election, be conditioned upon the effectiveness of other transactions, provided the Borrower shall compensate each Lender for any additional amounts required pursuant to Section 3.05 suffered as a result of the revocation of any conditional notice), at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 5,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 3,000,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers shall Borrower shall, subject to the satisfaction of any conditions specified therein, make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In Subject to Section 2.14, each such prepayment shall be applied to the case of each prepayment Loans of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative AgentAgent from the Borrower substantially in the form of Exhibit K, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part part, without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m. (ANew York time) (x) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (By) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 500,000 or a whole multiple of $1 million 250,000 in excess thereof; and (3C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 100,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) Tranche and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar 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 Eurodollar Rate Loans, absent direction by the Borrower, the applicable 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 payable by the Borrower in respect of such prepayment pursuant to Section 3.05). The Administrative Agent will promptly notify each Appropriate applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s ratable share of the relevant Facility). If such notice is given by Parentthe Borrower, the Borrowers shall Borrower shall, subject to clause (ii) below, make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case event of each prepayment any prepayments of the Loans pursuant to under this Section 2.05(a)(i)2.05(a) made at a time when Loans of more than one Tranche remain outstanding, Parent may in its sole discretion the Borrower shall select the Borrowing or Borrowings Tranche of Loans to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Sharesprepaid. (ii) Parent mayNotwithstanding anything to the contrary contained in this Agreement, any 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 extended by the Borrower (by written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that specified effective date) if such condition is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”)not satisfied.

Optional. (i) Borrowers may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Committed Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the date of prepayment of Base Rate Committed Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 1,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Committed Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepayment. If such notice is given by ParentBorrowers, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of Subject to Section 2.15, each such prepayment of the Loans pursuant to this Section 2.05(a)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid applied to the Appropriate Committed Loans of Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans (provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment) and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (except as provided expressly set forth in clause (iii) belowthis Section 2.05); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of any prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 1,000,000, or a whole multiple of $1 million 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 entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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 Parentthe Borrower, unless rescinded pursuant to clause (iv) below, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i2.05(a), Parent the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesShares (or other applicable share provided for under this Agreement). (ii) Parent The Borrower may, upon 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof 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 Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In Notwithstanding anything to the event thatcontrary contained in this Agreement, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% six-month anniversary of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).Incremental B-4

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans (provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment) and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (except as provided expressly set forth in clause (iii) belowthis Section 2.05); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (B) on the date of any prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a minimum principal amount of $5 million 1,000,000, or a whole multiple of $1 million 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 entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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 Parentthe Borrower, unless rescinded pursuant to clause (iv) below, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to clause (ii) below and Section 3.05. In the case of each prepayment of the Loans pursuant to this Section 2.05(a)(i2.05(a), Parent the Borrower may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesShares (or other applicable share provided for under this Agreement). (ii) Parent The Borrower may, upon 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 500,000 or a whole multiple of $100,000 in excess thereof 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 Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In Notwithstanding anything to the event thatcontrary contained in this Agreement, at the time of the consummation or occurrence of any Repricing Event, in each case, that occurs on or prior to the date that is six (6) months following six-month anniversary of the Closing Incremental B-4 Dollar Term Loan Amendment No. 6 Effective Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the in an amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 11.00% of the aggregate principal amount of the Incremental B-4 DollarEuro Term Loans outstanding immediately prior to such amendment that have been repriced (or the Incremental B-5 Euro Term Loans, in each case, so prepaid or repaid and, in connection with any amendment, amendment and restatement or other modification of this Agreement resulting in a Repricing Event, such Term Lender (and not any Person who replaces such Term Lender pursuant to Section 3.07(a)) shall receive its pro rata portion (as determined immediately prior to it being so replaced) of the prepayment premium or fee described herein. Such fees shall be due and payable upon the date of the applicable prepayment, repayment or Repricing Event, as applicable. For the avoidance of doubt, after the six-month anniversary of the Incremental B-4 Dollar Term Loan Amendment No. 6 Effective Date, no fee shall be payable pursuant to this Section 2.05(a)(iii). (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) by notice to the Administrative Agent no later than 2:00 p.m. (and promptly confirmed in writing) on the date of prepayment 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 (subject to payment of amounts due under Section 3.05). (v) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to 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); provided that any voluntary prepayment of Initial Term Loans shall be pro rata between the Initial Term Loans outstanding at the time of such voluntary prepayment. (vi) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as no Event of Default has occurred and is continuing, any Loan Party (in such capacity, a “Discounted Purchaser”) may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be automatically and permanently cancelled 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 (and so long as no proceeds of Revolving Credit Loans are used for such purpose): (A) Any Discounted Purchaser shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a 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)(vi) and without premium or penalty. (B) (1) Any Discounted Purchaser may from time to time offer to make a Discounted Term Loan Prepayment Premiumby 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 Discounted Purchaser, 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 offer and the 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)(vi)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded pursuant to clause (iv) above, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a copy of such Specified Discount Prepayment Notice and a form of the Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the 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 notice to such Lenders (or such later date specified therein) (the “Specified Discount Prepayment Response Date”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as penalty; provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. (Ai) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (Bii) on the one Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 1.0 million or a whole multiple of $1 1.0 million in excess thereofthereof or the entire principal amount thereof then outstanding; and (3) any C)any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple multi- ple of $100,000 in excess thereof or, in each case, if less, or the entire principal amount thereof then outstanding. Each such notice shall be in the form of Exhibit A-2 and shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall be committed to make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided, provided that Parent may rescind any a notice of prepayment under this Section 2.05(amay state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements, 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 prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall condition is not be consummated or shall otherwise be delayedsatisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with 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)(i), Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Parent may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, elect to 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 2:00 p.m. on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof 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 Parent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty penalty; provided that except with respect to prepayments in accordance with Section 4.04(c), (except as provided in clause (iii) below); provided, that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 12:00 P.M. (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate SOFR Loans and (B2) on the date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate SOFR Loans shall be in a principal amount of $5 million 500,000 or a whole multiple of $1 million 100,000 in excess thereof, and shall be accompanied by payment of all amounts due under Section 3.05; and (3C) 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. There shall be no minimum repayment amount for Base Rate Loans. Each such notice shall specify the date and amount of such prepayment and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if SOFR Loans are to be prepaid. , the Interest Period(s) of such Loans.. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by Parentthe Borrower Agent, 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate SOFR Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each prepayment of the Loans pursuant Subject to this Section 2.05(a)(i)2.17, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment prepayments shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages in respect of each of the relevant Facilities. Any payment of Obligations in respect of Revolving Credit Loans shall be applied first to Obligations outstanding under Revolving Credit Loans that are not FILO Loans (including principal, interest and fees) until repaid in full, and then to Obligations outstanding under FILO Loans. (ii) Parent The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent)) from the Borrower Agent, at any time or from time to time, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 1:00 P.M. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower Agent, 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) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans made to the Borrower, in each case, in whole or in part without premium or penalty (except as provided described in clause (iiiiv) below); provided, provided that (1A) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m., (A1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B2) on the one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,000,000 or a whole multiple of $1 million 500,000 in excess thereof; and (3C) 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. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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. If such notice is given by Parentthe Borrower, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the Loans pursuant to this Section 2.05(a)(i), Parent 2.05(a) shall be applied among the Facilities in such amounts as the Borrower may direct in its sole discretion select and, in the Borrowing case of the Term B Loan Facility, in inverse order of maturity or Borrowings to be repaid, and such payment shall be paid to as otherwise directed by the Appropriate Lenders in accordance with their respective Pro Rata SharesBorrower. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m. 11:00 a.m. on the date of the prepayment, and (2B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior Notwithstanding anything to the date contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) if such prepayment would have resulted from (A) an Equity Issuance or a refinancing of the Facilities that is six not prohibited by this Agreement or (6B) months following issuance of New Term Loans and/or Increased Revolving Credit Commitments, which refinancing or issuance shall not be consummated or shall otherwise be delayed. (iv) At the Closing Date, time of the Borrowers effectiveness of any Repricing Transaction that (xA) make makes any prepayment of Term Loans in connection with any Repricing Transaction, or (yB) effect effects any amendment of this Agreement resulting in a Repricing TransactionTransaction and is consummated prior to the first anniversary of the Closing Date, the Borrowers shall pay, on a joint and several basis, Borrower agrees to pay to the Administrative Agent, for the ratable account of each applicable Term Lender, a fee in an amount equal to, (Ix) in the case of clause (xA), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (IIy) in the case of clause (yB), a payment equal to 1% of the aggregate amount of the applicable Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, amendment. Such fees shall be due and payable upon the “Prepayment Premium”)date of the effectiveness of such Repricing Transaction.

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty (except as provided in clause (iii) belowsubject to the last sentence of this Section 2.05(a)); provided, provided that (1i) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. (A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Loans; (2ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5 million 2,000,000 or a whole multiple of $1 million 1,000,000 in excess thereof; and (3iii) 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. Each such notice shall specify the date and amount of such prepayment (and prepayment fee, if any) and the Class (or Classes) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share Applicable Percentage of such prepaymentprepayment (and prepayment fee, if any). If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment (and prepayment fee, if any) and the payment amount (and prepayment fee, if any) specified in such notice shall be due and payable on the date specified therein; provided, that Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereonon the amount prepaid, together with any additional amounts required pursuant to Section 3.05. In the case of each Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a)(i)2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower. Each prepayment (and prepayment fee, Parent may in its sole discretion select the Borrowing or Borrowings to be repaid, and such payment if any) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesApplicable Percentages. In the event that, on or prior to the first anniversary of the Closing Date, the Borrower (i) prepays, refinances, substitutes or replaces any Term Loans pursuant to any Repricing Transaction or (ii) effects any amendment of this Agreement resulting in a Repricing Transaction, then the Borrower shall pay to the Lenders (x) in the case of clause (i), a fee of 1.0% of the aggregate principal amount of Term Loans so prepaid, refinanced, substituted or replaced and (y) in the case of clause (ii), a fee equal to 1.0% of the aggregate principal amount of the applicable Term Loans outstanding immediately prior to such amendment. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:00 p.m. on the date of the prepayment, and (2ii) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Parentthe Borrower, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior to the date that is six (6) months following the Closing Date, the Borrowers (x) make any prepayment of Term Loans in connection with any Repricing Transaction, or (y) effect any amendment of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, on a joint and several basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (II) in the case of clause (y), a payment equal to 1% of the aggregate amount of the Term Loans outstanding immediately prior to such amendment that have been repriced (in each case, the “Prepayment Premium”).

Optional. (i) Borrowers The Borrower may, upon notice to the Administrative Agent, at any time or from time to time elect to voluntarily prepay any Class or Classes of Term Loans and Revolving Credit Loans of any Class or Classes in whole or in part without premium or penalty (except as provided expressly set forth in clause (iii) belowSection 2.09(d)); provided, provided that (1) such notice must be received by the Administrative Agent not later than 2:00 p.m. 11:00 a.m. New York City time (A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans or EURIBOR Loans and (B) on the date of prepayment of Base Rate Loans; (2) any prepayment of Eurodollar Eurocurrency Rate Loans or EURIBOR Loans shall be in a minimum principal amount of $5 million 500,000 (or €500,000, in the case of EURIBOR Loans), or a whole multiple of $1 million 100,000 (or €100,000, in the case of EURIBOR Loans) in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class (or ClassesClass(es) and Type (or TypesType(s) of Loans and the order of Borrowing (or Borrowings) to be prepaid. 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 Parentthe Borrower, unless rescinded pursuant to clause (iii) below, the Borrowers 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 Parent may rescind any notice of prepayment under this Section 2.05(a) if such prepayment would have resulted from a refinancing or other repayment of all of the Facility or other transaction, which refinancing or transaction shall not be consummated or shall otherwise be delayed. Any prepayment of a Eurodollar Eurocurrency Rate Loan or a EURIBOR Loan shall be accompanied by all accrued interest thereon, together with 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)(i2.05(a), Parent 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 be paid to the Appropriate Lenders in accordance with their respective Pro Rata SharesShares or other applicable share provided for under this Agreement. (ii) Parent 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, elect to voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 1:30 p.m. New York City time on the date of the prepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 250,000 or a whole multiple of $100,000 in excess thereof 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 Parentthe Borrower, unless rescinded, the Borrowers Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) In the event that, on or prior Notwithstanding anything to the date that is six (6) months following the Closing Datecontrary contained in this Agreement, the Borrowers Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or Section 2.05(a)(ii) by notice to the Administrative Agent 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 any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to 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); provided that any voluntary prepayment of any Class of Term Loans pursuant to Section 2.05(a)(v) shall be applied on a ratable basis to reduce the remaining scheduled installments of principal thereof pursuant to Section 2.07(a) (for this purpose, using the par value of the aggregate principal amount of such Term Loans so prepaid). (v) Notwithstanding anything in any Loan Document to the contrary, in addition to the terms set forth in Sections 2.05(a)(i) and 10.07, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Credit Loans or Swing Line Loans are used for this purpose, 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 the Borrower 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 any a voluntary prepayment of Term Loans at a discount to par pursuant to a 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 connection each case made in accordance with this Section 2.05(a)(v) and without premium or penalty (except as provided in Section 2.09(d)). (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 Repricing Transactionsuch offer shall be made available, or at the sole discretion of the Company Party, to (x) each Term Lender and/or (y) effect each Term Lender with respect to any amendment Class of this Agreement resulting in a Repricing Transaction, the Borrowers shall pay, Term Loans on a joint and several an individual tranche basis, to the Administrative Agent, for the ratable account of each Term Lender, (I) in the case of clause (x), a prepayment premium of 1% of the amount of the Term Loans being prepaid and (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 offer and the 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 case terms of clause (ythis Section 2.05(a)(v)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (IV) unless rescinded, each such offer shall remain outstanding through the Specified Discount Prepayment Response Date. The Auction Agent will promptly provide each Appropriate Lender with a payment equal to 1% copy of such Specified Discount Prepayment Notice and a form of the aggregate amount Specified Discount Prepayment Response to be completed and returned by each such Term Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m. New York City time on the third Business Day after the date of the Term Loans outstanding immediately prior delivery of such notice to such amendment that have been repriced Lenders (in each case, or such later date specified therein) (the “Specified Discount Prepayment PremiumResponse Date”).