Common use of Optional Clause in Contracts

Optional. The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility.

Optional. The Borrowers maymay prepay without premium or penalty and in whole or in part (but, if in part, then: (i) if such Borrowing is of Base Rate Loans, in an amount not less than $1,000,000 and in integral multiples of $100,000 (except in the case of repayments of Base Rate Loans made under Section 1.2(c) which may be repaid in the full amount of such Base Rate Loans), (ii) if such Borrowing is of Eurocurrency Loans denominated in U.S. Dollars, in an amount not less than $1,000,000 and in integral multiples of $100,000, (iii) if such Borrowing is denominated in an Alternative Currency, an amount for which the U.S. Dollar Equivalent is not less than $1,000,000 and in integral multiples most closely approximating $100,000 and (iv) in an amount such that the minimum amount required for a Borrowing pursuant to Section 1.4 hereof remains outstanding) any Borrowing of (x) Eurocurrency Loans denominated in U.S. Dollars upon three Business Days’ prior notice to the Administrative Agent, (y) Eurocurrency Loans denominated in an Alternative Currency at any time upon four Business Days prior notice by the Company to the Administrative Agent, or from (z) Base Rate Loans, at any time with notice delivered to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not no later than 2:00 p.m., 11:00 a.m. (1Chicago time) three Business Days prior to any on the date of prepayment, such prepayment to be made by the payment of Eurodollar Rate Loans the principal amount to be prepaid and (2) one Business Day prior accrued interest thereon to the date of fixed for prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof orand, in each casethe case of Eurocurrency Loans, if less, any compensation required by Section 3.6 hereof. Swing Loans bearing interest at the entire principal amount thereof then outstanding. Each such notice shall specify Quoted Rate may only be paid on the date and amount last day 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 Period then applicable to such Loans. The Administrative Agent will promptly notify advise each Lender of its receipt of each any such notice, and of prepayment notice it receives from the Company. Any amount of such Lender’s ratable portion of such prepayment. If such notice is given by Loans paid or prepaid before the BorrowersTermination Date may, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid subject to the Lenders thereof in accordance with their respective Applicable Percentages in respect terms and conditions of the Revolving Credit Facilitythis Agreement, be borrowed, repaid and borrowed again.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m., noon (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid applied to the Revolving Credit Loans of the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 2,000,000 or a whole multiple of $100,000 500,000 in excess thereof thereof; or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the 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 ratable portion Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any Loans shall be paid applied to the Loans of the Lenders thereof in accordance with their respective Applicable Percentages Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (B) any such prepayment shall be in a minimum principal amount of $2,000,000 or a whole multiple of $500,000 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 the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice by the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that that: (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1) p.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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, notice and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Pro Rata Share in respect of the relevant Facility). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in Each such notice shall be due revocable subject to Section 3.05. (ii) Notwithstanding the foregoing, from and payable on after the date specified therein; provided that if such prepayment is being made occurrence of a Demand Failure Event, in connection with each prepayment of Loans pursuant to this Section 2.05(a) or Section 2.05(b) below, the closing of another transaction it may be conditioned upon Borrower shall at the closing time of such transaction. Any prepayment to the Administrative Agent for the ratable benefit of Lenders whose Loans are being prepaid, pay a Eurodollar Rate Loan prepayment premium equal to the redemption premium then applicable to a redemption of Exchange Notes as described in Section 6.14(b)(ii) (without regard to whether any Exchange Notes are outstanding or the Exchange Note Indenture has been entered into); provided, however, that as long as any such Loans are held by any Initial Lender or any affiliate of an Initial Lender (other than asset management affiliates purchasing the Loans in the ordinary course of business and excluding Loans acquired pursuant to bona fide open market purchases from third parties or market making activities), such Loans held by such Initial Lender and its affiliates shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect optionally prepayable at 100% of the Revolving Credit Facilityprincipal amount thereof, plus accrued and unpaid interest.

Optional. The Borrowers Subject to the last sentence of this Section 2.04(a), any Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 9:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 Type(s) Types of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) Periods 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrowersany 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of any Loans shall be paid to a new financing that would result in the Lenders thereof repayment of all Obligations in accordance with their respective Applicable Percentages in respect connection therewith, the termination of the Revolving Credit FacilityLoans and Commitments under this Agreement and the release or termination of all Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. The Borrowers Borrower may, upon notice to the Administrative AgentLender, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent Lender not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.04(a) shall be paid applied in such order of maturity as the Borrower may direct in its sole discretion. Prepayments pursuant to this Section 2.04(a) shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct or inverse order of Interest Period maturities, as may be specified by the Lenders thereof Borrower in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facilitywriting.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; and (B) any prepayment of Eurodollar Rate Loans any Loan shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of such prepayment and (B) any such prepayment shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the prepayment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Borrowers 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 voluntarily prepay Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 1:00 p.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and denominated in Dollars, (2) one four (4) Business Day 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 (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal Dollar Equivalent amount of $1,000,000 or a whole multiple of the Dollar Equivalent amount of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date date, the currency and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in respect whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) 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. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans Loans, and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) 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 Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s 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 the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (i) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers Borrower may, upon notice (which notice, subject to Section 3.05, may state that such prepayment is conditioned upon the effectiveness of other credit facilities or any other event, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not satisfied) to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty (other than, in the case of any Incremental Term Loans, any premium contained in the applicable Incremental Amendment); provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to the any date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If Prepayments of Revolving Credit Loans shall be made on a pro rata basis across all Revolving Credit Facilities. Subject to the first sentence in this Section 2.04(a), if such notice is given by the BorrowersBorrower, 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 if a notice of termination of the Revolving Credit Commitments and prepayment of Revolving Credit Loans delivered by the Borrower may state that such prepayment notice is being made in connection with the closing of another transaction it may be conditioned upon the closing effectiveness of other credit facilities, in which case such transactionnotice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each 3.05 and any prepayment of any Loans a Base Rate Loan shall be paid to accompanied by all accrued interest on the Lenders thereof in accordance with their respective Applicable Percentages in respect amount prepaid if such prepayment is accompanied by a termination of the Revolving Credit FacilityCommitments (in the case of a prepayment of Revolving Credit Loans) or if such prepayment is of all outstanding Incremental Term Loans (in the case of a prepayment of Incremental Term Loans). All payments made pursuant to this Section 2.04(a) shall be applied (i) on a pro rata basis to each Lender holding Loans of the applicable Facility (or, in the case of Revolving Credit Loans, the Revolving Credit Facilities collectively) being prepaid and (ii) in the case of any Incremental Term Loans, in direct order of maturity of installments thereof required pursuant to the applicable Incremental Amendment.

Optional. The Borrowers (i) Each Borrower may, upon notice by the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans or Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersCompany, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro-rata basis. Subject to Section 2.17, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) Each Borrower may, upon notice by the Company to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the applicable Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers (i) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time time, voluntarily prepay the Revolving Credit Loans of any Tranche in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m., (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and denominated in Dollars, (2) one four Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Committed Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the BorrowersCompany, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.053.06. Each prepayment of any the Loans pursuant to this Section 2.06(a) shall be applied among the Facilities in such amounts as the Company may direct in its sole discretion. Each prepayment in respect of a particular Facility shall be paid to the Appropriate Lenders thereof in accordance with their respective Applicable Percentages in respect Pro Rata Shares. (ii) No Bid Loan may be prepaid without the prior consent of the Revolving Credit Facilityapplicable Bid Loan Lender; provided that in connection with the repayment in full or refinancing of all of the Facilities, if any Bid Loan is outstanding at such time, the Company shall be permitted to deposit with the Administrative Agent cash or deposit account balances (or a letter of credit) pursuant to documentation reasonably satisfactory to such Bid Loan Lender in an amount equal to the sum of the outstanding principal amount of such Bid Loan and the remaining interest payments on such Bid Loan. (iii) The Company may, upon notice to the Swing Line Lenders (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lenders and the Administrative Agent not later than 3:00 p.m. on the date of the prepayment, (B) any such prepayment shall be in a minimum principal amount of the lesser of $100,000 and the total principal amount of the Swing Line Loans then outstanding and (C) any such prepayment shall be applied ratably to the outstanding Swing Line Loans held by the respective Swing Line Lenders. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Company may rescind any notice of prepayment under Section 2.06(a)(i) or 2.06(a)(iii) if such prepayment would have resulted from a refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed. (v) Notwithstanding anything to the contrary contained in this Agreement, if the Company fails to make any prepayment under Section 2.06(a)(i) or Section 2.06(a)(iii) on the prepayment date specified in the applicable prepayment notice, no Default or Event of Default shall result from such failure so long as the Company makes such prepayment within one Business Day of the specified prepayment date; provided that interest shall accrue on the unpaid amount from the specified prepayment date to the date of the actual prepayment at an interest rate equal to the Base Rate plus the Applicable Margin regardless of whether the Loan being prepaid is a Base Rate Loan, a Eurocurrency Rate Loan or a Swing Line Loan, which interest shall be payable on the applicable interest payment date.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m., (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that that, (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.14, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term Loans or the Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 10:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans of any Loans Class pursuant to this Section 2.05(a) shall be applied as directed by the Borrower, and each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers mayBorrower shall have no right to prepay any principal amount of any Advance except as provided in this Section 2.05(a) and all notices given pursuant to this Section 2.05(a) shall be irrevocable and binding upon the Borrower (provided that any such notice as to the repayment in full of all outstanding Advances may state that such notice is conditioned upon the effectiveness of other credit facilities, upon in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent, at Agent on or prior to the specified effective date) if such condition is not satisfied). Each payment of any time or from time Advance pursuant to time voluntarily prepay Loans this Section 2.05(a) shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part other than Advances owing to a Defaulting Lender as provided in Section 2.16. The Borrower may prepay the Advances, after giving by 11:00 a.m. (Houston, Texas time), (i) in the case of Eurodollar Rate Advances, at least three Business Days’ or (ii) in the case of Reference Rate Advances, same Business Day irrevocable prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Borrower shall prepay the Advances in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, together with accrued and unpaid interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.11 as a result of such prepayment being made on such date and without payment of any other premium or penalty; provided provided, however, that each partial prepayment with respect to: (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1) three Business Days prior to any date of prepayment amounts prepaid in respect of Eurodollar Rate Loans and (2) one Business Day prior Advances shall be applied to Eurodollar Rate Advances comprising part of the date of prepayment of Base Rate Loanssame Borrowing; (B) any prepayment prepayments made in respect of Eurodollar Reference Rate Loans Advances shall be made in a principal minimum amount of $1,000,000 or a whole multiple and in integral multiples of $500,000 in excess thereof; , and (C) any prepayment prepayments made in respect of Base any Borrowing comprised of Eurodollar Rate Loans Advances shall be made in a an aggregate principal amount of at least $2,000,000 and in integral multiples 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 outstandingthereof. 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment Full prepayments of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect Borrowing are permitted without restriction of the Revolving Credit Facilityamounts.

Optional. The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or and from time to time voluntarily prepay Loans the Loans, in whole or in part part, without premium or penalty; provided that (A) such , upon irrevocable notice must be received by delivered to the Administrative Agent not no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 2:00 p.m., (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) New York City time, one Business Day prior to thereto, in the case of ABR Loans, which notice shall specify the date and amount of prepayment of Base Rate Loans; (B) any and whether the prepayment is of Eurodollar Rate Loans or ABR Loans. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid. Partial prepayments of Loans shall be in a an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) . Notwithstanding the foregoing, any notice of 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 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made delivered in connection with any refinancing of all of the closing Loans with the proceeds of another transaction it such refinancing or of any other incurrence of Indebtedness or the occurrence of some other identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be conditioned upon revoked by the closing of Borrower, subject to compliance with the obligations under Section 2.17 in connection with any such transactionrevocation, in the event such contingency is not met. Any Each prepayment of a Eurodollar Rate Loan Loans under this clause (a) shall be applied to the prepayment in full of the aggregate principal amount and any accrued but unpaid interest with respect to the 364-Day Tranche Loans before being applied to prepay the aggregate principal amount and any accrued but unpaid interest with respect to the 18-Month Tranche Loans and shall be accompanied by all accrued interest and fees on the amount prepaidprepaid to the date fixed for prepayment, together with plus, in the case of any additional Eurodollar Loans that are prepaid on any day other than the last day of the Interest Period applicable to it, the Borrower shall pay any amounts required due to the Lenders as a result thereof pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility2.17.

Optional. The Borrowers mayBorrower shall have no right to prepay any principal amount of any Advance except as provided in this Section 2.05(a) and all notices given pursuant to this Section 2.05(a) shall be irrevocable and binding upon the Borrower. Each payment of any Advance pursuant to this Section 2.05(a) shall be made in a manner such that all Advances comprising part of the same Borrowing are paid in whole or ratably in part other than Advances owing to a Defaulting Lender as provided in Section 2.16. The Borrower may prepay the Advances, upon after giving by 11:00 a.m. (Houston, Texas time), (i) in the case of Eurodollar Rate Advances, at least three Business Days’ or (ii) in the case of Reference Rate Advances, same Business Day’s, irrevocable prior written notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, at any time or from time to time voluntarily the Borrower shall prepay Loans the Advances in whole or ratably in part without premium or penalty; provided that (A) in an aggregate principal amount equal to the amount specified in such notice must be received by the Administrative Agent not later than 2:00 p.m.notice, (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.12 as a result of Base such prepayment being made on such date; provided, however, that each partial prepayment with respect to: (A) any amounts prepaid in respect of Eurodollar Rate LoansAdvances shall be applied to Eurodollar Rate Advances comprising part of the same Borrowing; (B) any prepayment prepayments made in respect of Reference Rate Advances shall be made in a minimum amounts of $1,000,000 and in integral multiples of $250,000 in excess thereof, (C) any prepayments made in respect of any Borrowing comprised of Eurodollar Rate Loans Advances shall be made in an aggregate principal amount of at least $3,000,000 and in integral multiples of $1,000,000 in excess thereof, and in an aggregate principal amount such that after giving effect thereto such Borrowing shall have a remaining principal amount outstanding with respect to such Borrowing of at least $3,000,000, and (D)(1) if an AutoBorrow Agreement is not in effect, each optional prepayment of Swing Line Advances shall be in a principal minimum amount of $1,000,000 or a whole multiple of not less than $500,000 and in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple integrals of $100,000 in excess thereof orand (2) if an AutoBorrow Agreement is in effect, in each case, if less, the entire principal amount thereof then outstanding. Each such notice prepayment of Swing Line Advances 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified made as provided in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment AutoBorrow Agreement.. Full prepayments of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect Borrowing are permitted without restriction of the Revolving Credit Facilityamounts.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied 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 (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans), and (y) thereafter, on a pro-rata basis amongto the remaining principal repayment installments to be made on each remaining Term Loan Repayment Date (on a pro-rata basis among the Closing Date Term Loans and the Additional Term Loans and after such application on a pro-rata basis amongst the remaining principal repayment installments of each Term Loan). Each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount of Swing Line Loans then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers 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 voluntarily prepay Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in respect whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such DB1/ 88815292.10 notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided provided, that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 Eurocurrency 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment of any Loans and the payment amount specified in such notice shall be paid to due and payable on the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facilitydate specified therein.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans made to the Borrower, in each case, in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 12:00 p.m. (noon) (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 250,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and (C) 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(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment made by the Borrower in respect of any Loans a particular Facility shall be paid to the Administrative Agent for the account of (and to be promptly disbursed to) the Appropriate Lenders thereof in accordance with their respective Applicable Percentages Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect 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 12:00 p.m. (noon) on the date of the Revolving Credit Facilityprepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000 or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) Notwithstanding anything to the 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 refinancing of all of the Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Paying Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Paying Agent not later than 2:00 p.m., 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Revolving Credit Loans shall be in a principal amount of $1,000,000 not less than the Revolving Credit Borrowing Minimum or a whole multiple of $500,000 the Revolving Credit Borrowing Multiple in excess thereof; and (C3) any prepayment of Base Rate Swing Line Loans shall be in a principal amount of $500,000 or a whole multiple of not less than $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 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 Paying Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each Except as set forth in Section 11.23, each prepayment of any Loans pursuant to this Section 2.05(a) shall be paid to the Paying Agent for distribution to the Appropriate Lenders thereof in accordance with their respective Applicable Percentages Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Paying Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Paying Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers may, upon notice by the Parent Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 2:00 p.m., 12:00 noon (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (B2) any partial prepayment of Eurodollar Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 2,500,000 or a whole multiple of $500,000 in excess thereof; and (C3) any prepayment of Base Rate Loans (other than Swing Line Loans and Protective 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(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to and the payment amount specified in such notice shall be prepaid, due and payable on the Interest Period(s) of such Loansdate specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) The Parent Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice is given must be received by the BorrowersSwing Line Lender and the Administrative Agent not later than 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 or a whole multiple of $25,000 in excess thereof or, if less, the Borrowers entire principal amount thereof then outstanding. Each such notice shall make specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. All Swing Line Loans shall be denominated in Dollars only. (iii) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time, voluntarily prepay Protective Advances in whole or in part without premium or penalty; provided that (1) such notice must be received by the Administrative Agent not later than 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 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 and the payment amount specified in such notice shall be due and payable on the date specified therein. All Protective Advances shall be denominated in Dollars only. (iv) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of would have resulted from a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect refinancing of the Revolving Credit Facility, which refinancing shall not be consummated or shall otherwise be delayed.

Optional. The Borrowers mayBorrower may elect to prepay, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) part, any of the Loans owing by it to the Lenders, after giving prior written notice of such notice must be received by election to the Administrative Agent not by no later than 2:00 p.m.11:00 a.m. (New York, New York time) one (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to such prepayment stating the proposed date and aggregate principal amount of such prepayment. If any such notice is given, the Administrative Agent shall give prompt notice thereof to each Lender and the Borrower shall prepay Loans comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.08 as a result of Base Rate Loanssuch prepayment being made on such date; (B) any provided, however, that each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of not less than $1,000,000 or a whole multiple of $500,000 250,000 and in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple integral multiples of $100,000 in excess thereof or, in each case, if less, the entire principal (or such lesser amount thereof as may then be outstanding). Each such notice of prepayment with respect to an optional prepayment under this Section 2.07(b) shall specify the prepayment date and the principal amount of such prepayment and the Type(sLoans (or portion thereof) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, shall be irrevocable and shall commit the Interest Period(s) of Borrower to prepay such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of borrowing by the amount of stated therein, together with interest then accrued and unpaid on such Lender’s ratable portion of principal amount and any applicable Make-Whole Amount and Repayment Premium with respect thereto, on the date stated therein (and all such prepayment. If such notice is given by the Borrowers, the Borrowers amounts shall make such prepayment and the payment amount specified in such notice shall be become due and payable for all purposes hereunder on such date). All prepayments under this Section 2.07(b) shall be subject to the date specified therein; provided that if such prepayment is being made Make-Whole Amount and the Repayment Premium in connection accordance with the closing of another transaction it may be conditioned upon the closing of such transactionSection 2.07(b) and Section 2.07(c), respectively. Any prepayment of a Eurodollar Rate Loan All prepayments under this Section 2.07(b) shall be accompanied by all a cash payment of the accrued and unpaid interest on the principal amount prepaid, to be prepaid to but excluding the date of payment together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance Make-Whole Amount and Repayment Premium with their respective Applicable Percentages in respect of the Revolving Credit Facilitythereto.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 10:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, case 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 prepaidrepaid, the Interest Period(s) Periods 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any Loans shall be paid applied to the Lenders thereof Facility identified in accordance the Borrower’s prepayment notice. (ii) The Borrower may, upon notice to the Swing Line Lender (with their respective Applicable Percentages a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the Revolving Credit Facilityprepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that that, (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility. (ii) The Borrower may, upon notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term A Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1I) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2II) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and prepayment, 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Loans pursuant to this Section 2.04(a) shall be applied to the principal repayment installments thereof as directed by the Company (and if not so directed, on a pro-rata basis), and each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit applicable Facility.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans or Daily Floating Rate Loans; and (B) any prepayment of Eurodollar Rate Loans any Loan shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) [Intentionally Omitted].

Optional. The Borrowers (i) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m., (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) 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; and (iv) any Committed Loans outstanding under the Existing Revolving Credit Agreement (as defined therein) are prepaid pro rata with such Committed Loans under this Agreement. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the Borrowersa 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each such prepayment of any Loans shall be paid applied to the Committed Loans of the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent on the date of the prepayment, (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment; and (iii) any Swing Line Loans outstanding under the Existing Revolving Credit FacilityAgreement (as defined therein) are prepaid pro rata with such Swing Line Loans under this Agreement. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers maymay elect to prepay at any time from time to time, upon in whole or in part, the Advances, after giving by 2:00 p.m. (New York, New York time) (i) in the case of Eurodollar Rate Advances, at least three (3) Business Days’ or (ii) in the case of Base Rate Advances, at least one Business Day’s irrevocable prior written notice to the Administrative AgentAgent stating the proposed date and aggregate principal amount of such prepayment (and specifying the amount of Revolving Advances and/or Term Advances being prepaid). If any such notice is given, at any time or from time the Administrative Agent shall give prompt notice thereof to time voluntarily each Lender and the Borrowers shall prepay Loans the Advances comprising part of the same Borrowing in whole or ratably in part without premium or penalty; provided that (A) in an aggregate principal amount equal to the amount specified in such notice must be received by the Administrative Agent not later than 2:00 p.m.notice, (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.11 as a result of Base such prepayment being made on such date; provided, however, that each partial prepayment with respect to: (A) any amounts prepaid in respect of Eurodollar Rate LoansAdvances shall be applied to Eurodollar Rate Advances comprising part of the same Borrowing; (B) any prepayment prepayments made in respect of Eurodollar Base Rate Loans Advances shall be made in a principal amount of $1,000,000 or a whole multiple minimum amounts of $500,000 and in integral multiples of $100,000 in excess thereof; , and (C) any prepayment prepayments made in respect of Base any Borrowing comprised of Eurodollar Rate Loans Advances shall be made in a an aggregate principal amount of at least $500,000 or a whole multiple 1,000,000 and in integral multiples of $100,000 in excess thereof orthereof, and in each case, if less, the entire an aggregate principal amount thereof then outstandingsuch that after giving effect thereto such Borrowing shall have a remaining principal amount outstanding with respect to such Borrowing of at least $500,000. Full prepayments of any Borrowing are permitted without restriction of amounts. Each such notice shall specify the date and amount of such prepayment and the Type(spursuant to this Section 2.04(b) 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidprepaid to the date of such prepayment and amounts, together with any additional amounts if any, required to be paid pursuant to Section 3.052.11 as a result of such prepayment being made on such date. Each prepayment of any Loans under this Section 2.04(b) shall be paid applied to ratably among the Lenders to reduce Term Advances and/or Revolving Advances as directed by the Borrower Representative or, if the Borrower Representative fails to give such direction on the date such prepayment is made, as determined by the Administrative Agent and agreed to by the Lenders in their sole discretion. Within the limits of each Lender’s Commitment, and subject to the Lenders thereof in accordance with their respective Applicable Percentages in respect terms of this Agreement, any Revolving Advances prepaid under this Section 2.04(b) may be reborrowed until the Revolving Credit FacilityCommitment Termination Date.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m., noon (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid applied to the Revolving Credit Loans of the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilityPercentages. (ii) [Reserved].

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of at least $1,000,000 500,000 or a whole multiple of $500,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of at least $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.03(a) shall be applied to the principal repayment installments thereof in inverse order of maturity, and each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Term Loan Facility.

Optional. The Borrowers (i) Each Borrower may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m., (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) 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; and (iv) any Committed Loans outstanding under the Existing Revolving Credit Agreement (as defined therein) are prepaid pro rata with such Committed Loans under this Agreement. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the Borrowersa 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.17, each such prepayment of any Loans shall be paid applied to the Committed Loans of the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent on the date of the prepayment, (ii) any such prepayment shall be in a minimum principal amount of $100,000, or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and (iii) any Swing Line Loans outstanding under the Existing Revolving Credit FacilityAgreement (as defined therein) are prepaid pro rata with such Swing Line Loans under this Agreement. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) 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 Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any Loans shall be paid applied to the Committed Loans of the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 10:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swingline Lender not later than 10:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Borrowers Borrower may, upon at least one Business Day’s irrevocable written notice in the case of Base Rate Advances and three Business Days’ irrevocable written notice in the case of Eurodollar Rate Advances, in each case in substantially the form attached hereto as Exhibit D hereto (a “Prepayment Notice”) to the Administrative AgentAgent stating the proposed date and aggregate principal amount of the prepayment and, at any time or from time to time voluntarily if such Prepayment Notice is given, the Borrower shall, prepay Loans the outstanding aggregate principal amount of the Advances composing part of the same Borrowing, in whole or ratably in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m.part, (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans together with accrued and (2) one Business Day prior unpaid interest to the date of such prepayment of Base Rate Loanson the aggregate principal amount prepaid; provided, however, that (B1) any each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of $1,000,000 or a whole an integral multiple of $500,000 in excess thereof; , (2) each prepayment shall be without premium or penalty, and (C3) if 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 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall be accompanied by all accrued interest on the amount prepaid, together with also pay any additional amounts required owing pursuant to Section 3.0512.03(c). (ii) Each voluntary or optional prepayment of the Term Advances shall be applied pro rata to the Term Advances and, with respect to each Term Facility, to the remaining scheduled amortization payments and the payments at final maturity as directed by the Borrower or, in the absence of such direction, on a pro rata basis to the remaining scheduled amortization payments and the payments at final maturity. Each voluntary or optional prepayment of any Loans the Working Capital Advances shall be applied to prepay any Working Capital Advances then outstanding until such Advances are paid in full. Each voluntary or optional prepayment of the LC Facility Advances shall be applied first to prepay any LC Facility Advances then outstanding until such Advances are paid in full; and second to Cash Collateralize LC Facility Letter of Credit Obligations. Considering each Senior Secured Facility being prepaid separately, any prepayment thereof shall be applied first to Base Rate Advances to the Lenders fullest extent thereof before any application to Eurodollar Rate Advances, in accordance with their respective Applicable Percentages each case in respect a manner which minimizes the amount of any payments to be made by the Revolving Credit FacilityBorrower pursuant to Section 12.03(c). (iii) Notice required to be given under this Section 2.04(a) (A) must be given by 12:00 P.M. (New York City time) on the date required and (B) may be given in writing or by telephone, provided, however, that if notice is given by telephone, it must be promptly confirmed in writing to the Administrative Agent in a Prepayment Notice (and the Administrative Agent will promptly transmit such telephonic or original notice by telecopier or telephone to each Appropriate Lender).

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term B Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $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 prepayment, whether the Loans to be prepaid are Term B Loans or Revolving Credit Loans 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 ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term B Loans pursuant to this Section 2.05(a) shall be paid applied to the principal repayment installments thereof on a pro rata basis, and each such prepayment shall be applied to the Loans of the Appropriate Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The 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 voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 12:00 noon (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to the any date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid applied to the Loans of the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilityPercentages.

Optional. The Borrowers (i) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., Agent (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and denominated in Dollars, (2) one four Business Day Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Eurocurrency Rate Loans denominated in Dollars shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; (C) any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (CD) 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 Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersCompany, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied as directed by the Company, and subject to Section 2.17, each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) 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, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers may, upon notice by the Partnership to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m., noon (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersPartnership, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid applied to the Revolving Credit Loans of the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrowers may, upon notice by the Partnership to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Partnership, 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.

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1i) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to 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 (Bii) 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 $1,000,000 or a whole multiple of $500,000 in excess thereof; prepayment and (CB) 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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowersBorrower, 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 if such . Each prepayment is being made of the outstanding Loans pursuant to this Section 2.03(a) shall be paid to the Lenders in connection accordance with the closing of another transaction it may be conditioned upon the closing of such transactiontheir respective Applicable Percentages. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued and unpaid interest on the amount prepaid, principal repaid together with any additional amounts required pursuant to Section 3.05. Each Notwithstanding the foregoing, each prepayment of any Loans pursuant to this Section 2.03(a) that is made on or prior to the first anniversary of the Closing Date shall be paid accompanied by a premium payable by the Borrower to the Lenders thereof in accordance with their respective Applicable Percentages in respect ratable account of the Revolving Credit FacilityLenders equal to 1.00% of the principal amount of the Loans so prepaid.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans of any Class in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 12:30 p.m. (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 Type(s) and Class 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 ratable portion Applicable Class Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.12, each such prepayment of any Loans shall be paid applied to the Loans of the applicable Class of Lenders thereof in accordance with their respective Applicable Percentages Class Percentages. (1) If the Borrower makes a prepayment of any Term Loan pursuant to Section 2.03(a) in connection with a Repricing Transaction or (2) the Term Loans are otherwise subject to a Repricing Transaction, in each case, the Borrower shall pay a premium in respect of the Revolving Credit Facilityprincipal amount of Term Loans that are subject to such prepayment or Repricing Transaction in an amount equal to 1.00% of such principal amount if such prepayment or Repricing Transaction occurs prior to the six month anniversary of the Closing Date. Each such prepayment shall be applied to the principal installments of the applicable Loans in the manner directed by the Borrower (or, if no such direction is provided, in the direct order of maturity of such installments) for the benefit of the applicable Class of the Lenders in accordance with their respective Applicable Class Percentages.

Optional. The Borrowers mayBorrower may elect to prepay any of the Loans, upon notice subject to the Administrative AgentExit Fee set forth in Section 2.6(b), at any time or from time to time voluntarily prepay Loans in whole or in part without penalty or premium except as set forth in Section 2.9 and after giving by 11:00 a.m. (New York, New York time) at least two Business Days’ prior written notice to the Administrative Agent stating the proposed date and aggregate principal amount of such prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or penaltyportion thereof to be prepaid. Notwithstanding the foregoing, the Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice to prepay any Loans if such repayment would have resulted from a refinancing of this Agreement, which refinancing shall not be consummated or shall otherwise be delayed. Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by the Exit Fee set forth in Section 2.6(b), accrued interest to the extent required by Section 2.7 and any break funding payments required by Section 2.9. If any such notice is given, the Borrower shall prepay Loans comprising part of the same Borrowing in whole or ratably in part in an aggregate principal amount equal to the amount specified in such notice, together with accrued interest to the date of such prepayment on the principal amount prepaid and amounts, if any, required to be paid pursuant to Section 2.9 as a result of such prepayment being made on such date; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1) three Business Days prior to any date of each optional prepayment of Eurodollar Rate Loans and (2) one Business Day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal minimum amount of $1,000,000 or a whole multiple of not less than $500,000 and in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple integrals of $100,000 in excess thereof or, and (B) each optional prepayment of ABR Loans shall be in each case, if lessa minimum amount not less than $500,000 and in multiple integrals of $50,000 in excess thereof. Notwithstanding the foregoing, the entire principal amount thereof then outstanding. Each such Borrower may (subject to payment to the Lenders of any applicable amounts under Section 2.9 hereof) rescind or postpone any notice shall specify the date and amount of such prepayment and the Type(sunder this Section 2.4(b) 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing would have resulted from a refinancing of another transaction it may this Agreement, which refinancing shall not be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan consummated or shall otherwise be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facilitydelayed.

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $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 Type(s) of Term Loans 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 Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.13, each such prepayment of any Loans shall be paid applied to the Loans of the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilityPercentages.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans of any Class in whole or in part without premium or penalty; provided that (A1) such notice must be in a form reasonably acceptable to the Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m., 12:00 noon (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate LIBOR Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate LIBOR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; thereof and (C3) 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(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to and the payment amount specified in such notice shall be prepaid, due and payable on the Interest Period(s) of such Loansdate specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If Any prepayment of a LIBOR Loan shall be accompanied by all accrued and unpaid interest thereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 2.05(a) shall be paid to applicable Lenders on a pro rata basis in accordance with the respective amounts of the applicable Class of Loans held by each Lender. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice is given must be received by the BorrowersSwing Line Lender and the Administrative Agent not later than 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 or a whole multiple of $25,000 in excess thereof or, if less, the Borrowers entire principal amount thereof then outstanding. Each such notice shall make specify the date and amount of such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that . (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.05(a)(i) or 2.05(a)(ii) if such prepayment is being made in connection with the closing would have resulted from a refinancing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilityFacilities and such refinancing is not consummated or is delayed.

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 voluntarily prepay Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 10:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid applied to the Revolving Credit Loans of the Lenders thereof in accordance with their respective Applicable Percentages in respect Percentages. Each notice delivered by Newpark on behalf of the Revolving Credit FacilityBorrowers 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) 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, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C3) 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 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 ratable portion Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied (i) ratably to the Term A Facility and, if applicable, any Loans Incremental Term Facilities and (ii) to the principal repayment installments thereof on a pro rata basis and each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (2) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1I) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2II) one Business Day prior to on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any Loans shall be paid applied to the Committed Loans of the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilityPercentages.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; and (B) any prepayment of Eurodollar Rate Loans any Loan shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of such prepayment and (B) any such prepayment shall be in a minimum principal amount of $1,000,000 or a whole multiple of $1,000,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the prepayment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. (i) The Borrowers Borrower may, upon notice pursuant to delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., noon (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 relevant Facility, 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 relevant Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If such notice is given by the BorrowersBorrower, 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 if so stated therein, such prepayment is being made in connection with the closing of another transaction it notice may be conditioned contingent upon the closing consummation of a specified transaction, which notice shall be revoked if such transactionspecified transaction is not consummated. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility. (ii) [Reserved].

Optional. The Borrowers Borrower may, upon irrevocable notice from the Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penaltypenalty (subject to the payment of the Early Termination Fee, if any, as provided in Section 2.04 above); provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 1:00 p.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate the Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 Loansprepayment. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan the Loans shall be accompanied by all accrued interest on the amount prepaidprepaid and the applicable Early Termination Fee, together with any additional amounts required pursuant to Section 3.05if any. Each such prepayment of any Loans shall be paid applied (x) to the Term Loan or Delayed Draw Term Loan, as applicable, of the Lenders thereof in accordance with their respective Applicable Percentages in respect of and (y) ratably as between the Revolving Credit Term Loan Facility and the Delayed Draw Term Loan Facility.

Optional. i. The Borrowers may, upon notice to the Administrative Agent, Borrower may at any time or from time to time voluntarily prepay Term Loans, any Additional Term Loans, any Specified Refinancing Term Loans and Revolving Credit Loans in whole or in part without premium or penaltypenalty (except as provided in paragraph (d) below); provided that that: (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 in excess thereof; and (CB) 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. Subject to Section 2.13, each prepayment of the outstanding Term Loans pursuant to this Section 2.5(a) shall be applied as directed by the Borrower and each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities. ii. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 (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 ratable portion of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. iii. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid Notwithstanding anything to the Lenders thereof contrary contained in accordance with their respective Applicable Percentages this Section 2.5(a) or any other provision of this Agreement and without otherwise limiting the rights in respect of prepayments of the Revolving Credit Facility.Loans, so long as no Default has occurred and is continuing, Superholdings, Holdings, the Borrower or any of their Subsidiaries may repurchase outstanding Term Loans, any Additional Term Loans and any Specified Refinancing Term Loans pursuant to this Section 2.5(a)(iii) on the following basis:

Optional. The Borrowers 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 voluntarily prepay Revolving Credit Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1) 10:00 a.m. three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid applied to the Revolving Credit Loans of the Lenders thereof in accordance with their respective Applicable Percentages Percentages. The Borrower may, upon notice to the applicable Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that such notice must be received by the applicable Swing Line Lender and the Administrative Agent not later than 12:00 noon on the date of the Revolving Credit Facilityprepayment, and any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid.

Optional. The (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that that: (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 Revolving Credit Lender of its receipt of each such notice, notice and of the amount of such Revolving Credit Lender’s ratable portion of such prepaymentprepayment (based on such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in Each such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transactionrevocable subject to Section 3.05. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (ii) The Borrowers may, upon notice by the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each prepayment such notice shall specify the date and amount of any Loans such prepayment. Each such notice shall be paid revocable subject to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilitySection 3.05.

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty (other than as set forth in Section 3.06); provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 1:00 p.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Committed Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (Ciii) 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 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 ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if a notice of prepayment delivered by the Borrower may state that such prepayment notice is being made in connection with the closing of another transaction it may be conditioned upon the closing effectiveness of the other credit facilities or instruments of Indebtedness or the occurrence of any other specified event, in which case such transactionnotice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.053.06. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid applied to the Loans of the Lenders thereof in accordance with their respective Applicable Percentages Percentages. The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (ii) any such prepayment shall be in a minimum principal amount of $500,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers 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 voluntarily prepay Revolving Loans in whole or in part without premium or penaltypenalty (subject to Section 3.05); provided that provided, that, unless otherwise agreed by the Administrative Agent: (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three threetwo (32) Business Days prior to any date of prepayment of Eurodollar Rate Loans BSBY RateTerm SOFR Loans, and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate BSBY RateTerm SOFR Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the entire principal amount thereof then outstanding). Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving Loans to be prepaid and, if Eurodollar Rate BSBY RateTerm SOFR Loans are to be prepaid, the Interest Period(s) of such BSBY RateTerm SOFR Loans. The Administrative 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 prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate any Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of any BSBY RateTerm SOFR Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect Percentages. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Revolving Credit Facility.53 13599552v113599552v2

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 voluntarily prepay Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 2:00 p.m.11:00 a.m., (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrowersa Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such a notice of prepayment is being made given in connection with a conditional notice of termination of the closing Revolving Commitments as contemplated by Section 2.06, then such notice of another transaction it prepayment may be conditioned upon the closing revoked by written notice if such notice of such transactiontermination is revoked in accordance with Section 2.06. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrowers may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in respect whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by a 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 principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. The Borrowers mayAny Borrower may at any time and from time to time prepay, upon without premium or penalty but including any amount required to be paid pursuant to Section 4.9 hereof, Revolving Credit Loans, the Term Loan, Incremental Term Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans Agent substantially in whole or in part without premium or penalty; provided that the CHAR1\1858015v1CHAR1\1858015v2 form attached hereto as Exhibit D (Aa “Notice of Prepayment”) such notice must be received by the Administrative Agent given not later than 2:00 p.m.11:00 a.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan, (1ii) at least three (3) Business Days prior to any date before each Eurocurrency Rate Loan under the Dollar Tranche, and (iii) at least four (4) Business Days (or five (5), in the case of prepayment of Eurodollar Rate Loans and denominated in Special Notice Currencies) before each Loan under the Designated Currency Tranche (2) one Business Day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each casecase of clause (i) through clause (iii), if lesssuch shorter time as agreed to by the Administrative Agent), the entire principal amount thereof then outstanding. Each such notice shall specify specifying the date and amount of such prepayment and whether the Type(s) prepayment is of Dollar Tranche Revolving Credit Loans, Designated Currency Tranche Revolving Credit Loans, Term Loan, Incremental Term Loan, Swingline Loans, Eurocurrency Rate Loans, Base Rate Loans to be prepaid or a combination thereof, and, if Eurodollar Rate Loans are to be prepaidof a combination thereof, the Interest Period(s) amount allocable to each. Upon receipt of such Loans. The notice, the Administrative Agent will shall promptly notify each Dollar Tranche Revolving Credit Lender, each Designated Currency Tranche Revolving Credit Lender, Term Loan Lender, Incremental Term Lender or Swingline Lender, as applicable. In the absence of its receipt direction otherwise in such Notice of each such noticePrepayment, and any optional prepayment of Term Loans or Incremental Term Loans under this Section 2.5(b) shall be applied to the amount remaining installments in order of such Lender’s ratable portion of such prepaymentmaturity. If any such notice is given by the Borrowersgiven, 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 if set forth in such prepayment is being made notice. Partial prepayments shall be in connection an aggregate Dollar Amount of $1,000,000 or a whole multiple of $100,000 in excess thereof with respect to Base Rate Loans (other than Swingline Loans) and Eurocurrency Rate Loans and $100,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the closing of another transaction it may be conditioned upon the closing of next Business Day. Each such transaction. Any prepayment of a Eurodollar Rate Loan repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof. Notwithstanding the foregoing, the applicable Borrower may rescind or postpone any Notice of Prepayment if such prepayment would have resulted from a refinancing of a Credit Facility, which refinancing shall not be consummated or otherwise shall be delayed; provided, that such Borrower shall pay all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect 4.9 as a result of the Revolving Credit Facilityrescission or postponement of such notice.

Optional. The Borrowers mayBorrower may from time to time pay all or any part of outstanding Advances without penalty or premium other than, upon in the case of the prepayment of the Tranche B Term Loans, the Prepayment Premium then due, if any, which Prepayment Premium shall be paid concurrently with such prepayment. A Floating Rate Advance may be paid without prior notice to; provided, that, the Borrower shall give the Administrative Agent. A LIBOR Rate written or telephonic notice (and in the case of telephonic notice, promptly confirmed in writing if so requested by the Administrative Agent) of its intent to prepay the Loans, the amount of such prepayment and (in the case of SOFR Loans) the specific Advance(s) for which the prepayment is to be made, which notice shall be received by the Administrative Agent by (y) 11:00 A.M. (Cleveland, Ohio time) at least two (2) Business Days prior to the date of such prepayment, in the case of any prepayment of SOFR Loans, or (z) 11:00 A.M. (Cleveland, Ohio time) on date of such prepayment, in the case of any prepayment of Floating Rate Loans, and which notice shall promptly be transmitted by the Administrative Agent to each of the affected Lenders; provided, that, (i) each partial prepayment shall be in an aggregate principal amount of at least (A) in the case of any prepayment of a SOFR Loan, $500,000 (or, if less, the full amount of such Advance), or an integral multiple of $100,000, and (B) in the case of any prepayment of a Floating Rate Loan, $250,000 (or, if less, the full amount of such Advance), or an integral multiple of $100,000. Without limiting the foregoing, a Term SOFR Advance may be paid on the last day of the applicable Interest Period or, if and only if the Borrower pays any amounts due to the Lenders under Sections 3.4 and 3.5 as a result of such prepayment, on a day prior to such last day. Unless otherwise directed by the Borrower by written notice to the Administrative Agent, at any time or from time all principal payments made when no Default has occurred and is continuing shall be applied to time voluntarily prepay repay all outstanding Advances of each Class of Loans in whole or in part without premium or penalty; provided that on a pro rata basis (A) provided, with respect to each Class of Loans, such notice must principal payments shall be received by the Administrative Agent not later than 2:00 p.m.applied, (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior first, to the date principal of prepayment of Base Floating Rate Loans; (B) any prepayment , second, to the principal of Eurodollar Rate Loans Daily Simple SOFR Loans, and third, to the principal of Term SOFR Loans). If a Default has occurred and is continuing such principal payment shall be applied as provided in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility8.5.

Optional. The Borrowers (i) Subject to Section 2.05(c), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time after the date that is ten (10) Business Days after the Closing Date, voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent) appropriately completed and signed by a Responsible Officer and be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; provided further that after giving effect to any voluntary prepayment of 2017 Incremental Term Loans on a pro forma basis, there shall be no outstanding Revolving Credit Loans. 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with with, in the case of a Eurodollar Rate Loan, any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower, and subject to Section 2.15, each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit relevant Facility. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000; provided, further, that with respect to a repayment of a Swing Loan that is administered through an automated cash management system with the Swing Line Lender, no prepayment notice shall be required. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1Eastern time) (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Loans pursuant to this Section 2.05(a) shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilityPercentages.

Optional. (i) The Borrowers 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 voluntarily prepay Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Fixed Rate Loans and (2) one Business Day prior to on the date of prepayment of Eurodollar Floating Rate Loans or Base Rate Loans; (B) any prepayment of Eurodollar Fixed Rate Loans shall be in a principal amount of $1,000,000 100,000 or a whole multiple of $500,000 50,000 in excess thereof; and (C) any prepayment of Eurodollar Floating Rate Loans or Base Rate Loans shall be in a principal amount of $500,000 50,000 or a whole multiple of $100,000 10,000 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 Type(s) of Loans to be prepaid and, if Eurodollar Fixed 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Fixed Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers may, upon notice to the Administrative Agent from the Borrower Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty (except as provided in Section 2.06(a)(iii)); provided that that, (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. three (13) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to the date of prepayment of Base Rate Loans; (or such shorter period as agreed to by the Required Lenders) and (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 Loansprepayment. The Administrative 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 prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Facility). If such notice is given by the BorrowersBorrower 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.06(a)(iii) and Section 3.05 (amounts paid pursuant to Section 3.05, if any, to be paid directly to such Lender). Each prepayment of any Loans Any such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) [Reserved] (iii) If on or after August 7, 2024, any voluntary prepayment or mandatory prepayment pursuant is made to Section 2.06(a) or Section 2.06(b) in respect part or in full of the Revolving Credit Facility.Loans, the Borrowers shall pay to the Administrative Agent, for the ratable account of each Lender, a prepayment premium equal to:

Optional. The Borrowers Borrower may, upon notice to the Administrative AgentAgent pursuant to ‎delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time ‎time or from time to time voluntarily prepay Loans in whole or in part without premium ‎premium or penalty; provided that (Ai) such notice must be received by the Administrative ‎Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1A) three two Business Days prior to any ‎any date of prepayment of Eurodollar Rate Term SOFR Loans and (2B) one Business Day prior to on the date of prepayment ‎prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Term SOFR Loans shall be ‎be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess ‎excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal ‎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 outstanding‎outstanding. Each such notice shall specify the date and amount of such prepayment ‎prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Rate Term SOFR Loans are ‎are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent ‎Agent will promptly notify each Lender of its receipt of each such notice, and of ‎of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such ‎such notice is given by the BorrowersBorrower, the Borrowers Borrower shall make such prepayment and ‎and the payment amount specified in such notice shall be due and payable on the ‎the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate any Term SOFR Loan shall be accompanied ‎accompanied by all accrued interest on the amount prepaid, together with any additional ‎additional amounts required pursuant to Section 3.05. Each such prepayment of any Loans shall be paid applied to the Loans of the Lenders thereof in accordance ‎accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility.Percentages.‎

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative AgentAgent (which may be given by telephone and followed in writing promptly thereafter), at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 2:00 p.m., 12:00 noon (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C3) 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 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 ratable portion 's Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof on a pro-rata basis, and each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers (a) Any Borrower may, upon notice to the Administrative AgentAgent by the Lead Borrower, at any time or from time to time voluntarily prepay any Class or Classes of Term Loans and any Class or Classes of Revolving Loans in whole or in part without premium (except as set forth in Section 2.18) or penalty; provided that that (Ai) such notice must be received by the Administrative Agent not later than 2:00 1:00 p.m., New York time, (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; ; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 1.0 million or a whole multiple of $500,000 in excess thereofthereof or, if less, the entire principal amount thereof then outstanding; and and (Ciii) 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(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the BorrowersLead Borrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each In the case of each prepayment of any the Loans pursuant to this Section 2.05(1), the Lead 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 thereof in accordance with their respective Applicable Percentages Pro Rata Shares. (b) Any Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent) by the Lead Borrower, at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 2:00 p.m., New York time, 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 amount of $50,000 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 the Lead Borrower, 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. (c) Notwithstanding anything to the contrary contained in this Agreement, the Lead Borrower may rescind (or delay the date of prepayment identified in) any notice of prepayment under Section 2.05(1)(a) or 2.05(1)(b) if such prepayment would have resulted from a refinancing of all or a portion of the applicable Facility or other conditional event, which refinancing or other conditional event shall be set forth in the notice referenced in clause (a) above and not be consummated or shall otherwise be delayed. (d) Voluntary prepayments of any Class of Term Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof in a manner determined at the discretion of the Lead Borrower and specified in the notice of prepayment. Each prepayment in respect of any Term Loans pursuant to this Section 2.05 may be applied to any Class of Term Loans as directed by the Lead Borrower. For the avoidance of doubt, any Borrower may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 2.05 without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class and (ii) prepay Extended Term Loans pursuant to this Section 2.05 without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans. In the event that the Lead Borrower does not specify the order in which to apply prepayments to reduce scheduled installments of principal or as between Classes of Term Loans, the Lead Borrower shall be deemed to have elected that such proceeds be applied to reduce the scheduled installments of principal in direct order of maturity on a pro-rata basis among Term Loan Classes. (e) Notwithstanding anything in any Loan Document to the contrary, so long as (x) no Event of Default has occurred and is continuing and (y) no proceeds of Revolving Credit FacilityLoans or Swing Line Loans are used for this purpose, any Borrower Party may (i) purchase outstanding Term Loans on a non-pro rata basis through open market purchases or (ii) prepay the outstanding Term Loans (which Term Loans shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon such purchase or prepayment), which in the case of clause (ii) 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(1)(e) and without premium or penalty. (1) Any Borrower Party may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice (or such shorter period as agreed by the Auction Agent) in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the sole discretion of the applicable Borrower Party, to (x) each Term Lender or (y) each Term Lender with respect to any Class of Term Loans 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 terms of this Section 2.05(1)(e)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5.0 million and whole increments of $1.0 million 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 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., New York time, on the third Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”).

Optional. The Borrowers Borrower may, upon at least one Business Day’s notice in the case of Base Rate Advances and three Business Days’ notice in the case of Eurodollar Rate Advances, in each case to the Administrative AgentAgent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding aggregate principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid at any time or and from time to time voluntarily prepay Loans in whole or in part time, without premium or penalty; provided provided, however, that to the extent the Borrower makes a voluntary prepayment of any Advances within three (A3) years after the Closing Date, such notice must prepayment shall be received by made with a premium such that the Administrative Agent not later than 2:00 p.m., aggregate amount of such voluntary prepayment shall be in an amount equal to (1) three Business Days prior to any date 103% of the principal amount prepaid if such voluntary prepayment is made during the period from the Closing Date through the first anniversary of Eurodollar Rate Loans and the Closing Date, (2) one Business Day prior to 102% of the date principal amount prepaid if such voluntary prepayment is made during the period from the first anniversary of the Closing Date through the second anniversary of the Closing Date, and (3) 101% of the principal amount prepaid if such voluntary prepayment is made during the period from the second anniversary of the Closing Date through the third anniversary of the Closing Date; provided further that the prepayment of Base Rate Loans; (B) any Advances made after the third anniversary of the Closing Date shall be made without premium or penalty. Each partial prepayment of Eurodollar Rate Loans shall be in a an aggregate principal amount of $1,000,000 U.S.$3,000,000 or a whole an integral multiple of $500,000 U.S.$1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any any prepayment of a Eurodollar Rate Loan Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall be accompanied by all accrued interest on the amount prepaid, together with also pay any additional amounts required owing pursuant to Section 3.059.04(c). Each such prepayment of any Loans shall be paid applied, at the option of the Borrower to the Lenders thereof next four installments in accordance with their respective Applicable Percentages in respect order of maturity of the Revolving Credit FacilityFacility and to such installments on a pro rata basis, subject to Section 2.05(b).

Optional. (i) The Borrowers may, upon notice from the Company to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding; and (C) no such prepayment shall reduce the Facility below $50,000,000 unless all Obligations and all other obligations hereunder and under the other Loan Documents are being simultaneously repaid in full and/or terminated, as applicable. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Eurodollar Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowersCompany, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be promptly paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facilitythereof.

Optional. The Borrowers 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 voluntarily prepay Term Loans and/or Revolving Loans in whole or in part without premium or penaltypenalty (subject to Section 3.05); provided that provided, that, unless otherwise agreed by the Administrative Agent: (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the 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, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities.

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 2:00 p.m.12:30 p.m. (New York, New York time) (1A) three two (2) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a minimum principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 in excess thereof; and (C3) 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 Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the Borrowers, 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 a notice of prepayment of the Loans delivered by the Borrower 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 Borrower (by written notice to the Administrative Agent a reasonable time prior to the specified effective date) if such prepayment condition is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transactionnot satisfied. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any principal of, and interest on, Loans shall be made in Dollars. In the case of each prepayment of the Loans pursuant to this Section 2.03(a), the Borrower may in its sole discretion select the Loans (and the order of maturity of principal payments), to be repaid, and such payment shall be paid to the Appropriate Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilityPro Rata Shares.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2Eurocurrency Rate Loans denominated in Dollars, (2) one four Business Day Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies and (3) on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar EurodollarEurocurrency Rate Loans (w hether denominated in Dollars or Alternative Currencies) shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 Type(s) of Loans to be prepaid and, if Eurodollar EurodollarEurocurrency 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar EurodollarEurocurrency Rate Loan pursuant to this Section 2.05(a) shall be accompanied by all accrued interest on the amount prepaid. (ii) The Borrower may, together upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any additional amounts required pursuant time or from time to Section 3.05time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment of any Loans and the payment amount specified in such notice shall be paid to due and payable on the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facilitydate specified therein.

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part (i) at any time prior to the first anniversary of the Closing Date at a price equal to 101% of the principal amount of the Loans being prepaid (plus all accrued and unpaid interest and breakage costs, if any, payable pursuant to Section 3.05) and (ii) thereafter at any time without premium or penaltypenalty (other than breakage costs, if any, payable pursuant to Section 3.05); provided provided, that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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, the Facility to which such prepayment shall apply 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 and each Lender Counterparty of its receipt of each such notice, and of the amount of such Lender’s ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Loans pursuant to this Section 2.03(a) shall be applied to the remaining scheduled principal repayment installments of the Loan on a pro-rata basis, and each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 2,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion Applicable Percentage of such prepaymentprepayment (and prepayment fee, if any). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrower. Each prepayment (and prepayment fee, if any) shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (i) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (ii) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers Subject to the last sentence of this Section 2.04(a), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class or Classes of Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., such (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 Type(s) Types and Classes of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) Periods 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of outstanding Term Loans pursuant to this Section 2.04(a) shall be applied (x) to the Class or Classes of Term Loans (including, for the avoidance of doubt, any Class of Term Loans created pursuant to a Refinancing Amendment, Extension Amendment or Incremental Joinder Agreement) as directed by the Borrower and (y) to the principal repayment installments thereof as directed by the Borrower, and each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. Notwithstanding anything to the contrary contained herein, any prepayment of the Term B Facility made after the Third Amendment Effective Date but on or prior to the six (6) month anniversary of the Third Amendment Effective Date in connection with a Repricing Event shall be accompanied by the payment of the fee described in Section 2.08(c). Notwithstanding the foregoing, if such notice of prepayment indicates that such prepayment is to be funded with the proceeds of a new financing that would result in the repayment of all Obligations in full or in part in connection therewith, the termination of the Loans and Commitments under this Agreement andor the release or termination of all or some Liens securing the Obligations hereunder (a “New Financing”), such notice of prepayment may be revoked if such New Financing is not consummated.

Optional. ​ ​ (i) The Borrowers 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 voluntarily prepay Term Loans and/or Revolving Loans in whole or in part without premium or penaltypenalty (subject to Section 3.05); provided that provided, that, unless otherwise agreed by the Administrative Agent: (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 10:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereofthereof (or, if less, the entire principal amount thereof then outstanding); and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof (or, in each case, if less, the 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the 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, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 10:00 a.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrowers may, upon notice by the Lead Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that that: (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 Revolving Credit Lender of its receipt of each such notice, notice and of the amount of such Revolving Credit Lender’s ratable portion of such prepaymentprepayment (based on such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in Each such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transactionrevocable subject to Section 3.05. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (ii) The Borrowers may, upon notice by the Lead Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each prepayment such notice shall specify the date and amount of any Loans such prepayment. Each such notice shall be paid revocable subject to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilitySection 3.05.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Paying Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Paying Agent not later than 2:00 p.m., 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Eurocurrency Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Revolving Credit Loans shall be in a principal amount of $1,000,000 not less than the Revolving Credit Borrowing Minimum or a whole multiple of $500,000 the Revolving Credit Borrowing Multiple in excess thereof; and (C3) any prepayment of Base Rate Swing Line Loans shall be in a principal amount of $500,000 or a whole multiple of not less than $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 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 Paying Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans pursuant to this Section 2.05(a) shall be paid to the Paying Agent for distribution to the Appropriate Lenders thereof in accordance with their respective Applicable Percentages Pro Rata Shares. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Paying Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Paying Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers may, upon notice to the Administrative AgentLender pursuant to delivery to the Lender of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Revolving Loans and/or Reducing Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that provided, that, unless otherwise agreed by the Lender (Ai) such notice must be received by the Administrative Agent Lender not later than 2:00 p.m., 11:00 a.m. (1A) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be (x) with respect to the Revolving Facility, in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof, and (y) with respect to any Reducing Revolving Loans, in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be (x) with respect to the Revolving Facility, in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, and (y) with respect to any Reducing Revolving Loans, in a principal amount of $10,000,000 or a whole multiple of $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 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Reducing Revolving Loans pursuant to this Section 2.04(a) shall be paid applied to the Lenders principal repayment installments thereof in accordance with their respective Applicable Percentages in respect the direct order of the Revolving Credit Facilitymaturity.

Optional. The Borrowers Borrower may, upon notice from the Borrower 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 voluntarily prepay Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that unless otherwise agreed by Administrative Agent (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1x) three 11:00 a.m. two (2) Business Days prior to any date of prepayment of Eurodollar Rate Loans Loans, and (2y) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; thereof and any (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative AgentAgent (a “Prepayment Notice”), at any time or from time to time voluntarily prepay one or more Classes or tranches of Loans made to the Borrower, in whole or in part without premium or penalty; provided provided, that (A) such notice must be received by the Administrative Agent not later than 2:00 12:00 p.m., (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one (1) Business Day prior to the any date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) 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; and (D) in the case of a prepayment, refinancing, replacement or substitution of any Term Loans in connection with a Repricing Transaction prior to the first (1st) anniversary of the Closing Date, such prepayment, refinancing, replacement or substitution shall be subject to the prepayment premium or fee, as applicable, described in clause (iv) below. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Pro Rata Share of such prepayment. If such notice is given by the Borrowers, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on thereon, and, in the amount prepaidcase of a prepayment of a Eurodollar Rate Loan, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the Loans pursuant to this Section 2.05(a) shall be paid to applied among the Lenders thereof Facilities in accordance such amounts as the Borrower may direct in its sole discretion (and absent such direction, pro rata among the Term Loan Facilities and in direct order of maturity); provided that the Term B Loan Facility shall be prepaid on a pro rata basis (or more favorable basis) with their respective Applicable Percentages in respect of the Revolving Credit Facility.each other Term Loan Facility then outstanding. Other than as set forth in

Optional. The Borrowers mayBorrower shall not (and no other Person shall, on account of the Borrower) voluntarily prepay any Term Loans at any time prior to the third anniversary of the Effective Date unless (i) the Borrower has provided notice of such prepayment as provided herein and (ii) the Borrower pays the Make-Whole Payment in connection with such prepayment(s). From and after the third anniversary of the Effective Date, upon notice by the Borrower as provided herein, the Borrower may at any time and from time to time prepay the Term Loans, in whole or in part, without premium or penalty. The Borrower shall notify the Administrative Agent by telephone and written notice of any prepayment hereunder not later than 11:00 a.m., Houston time, one Business Day before the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of Term Loans to be prepaid, together with the amount of the Make-Whole Payment (if applicable); provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other financing transactions (solely to the extent that the proceeds of such financing transaction(s) will be used to fund such prepayment), in which case such notice may be revoked by the Borrower (by notice to the Administrative AgentAgent on or prior to 11:00 a.m., at any Houston time (or from such later time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must as may be received agreed by the Administrative Agent), on the specified prepayment date) if such condition is not satisfied. Promptly following receipt of any such notice of a prepayment, the Administrative Agent not later than 2:00 p.m., (1) three Business Days prior to any date shall advise the Lenders of the contents thereof. Each prepayment of Eurodollar Rate Loans and (2) one Business Day prior to the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Term Loans shall be in a principal an aggregate amount of not less than $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple integral multiples 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 Type(s) of Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loansthereof. The Administrative Agent will promptly notify shall apply each Lender of its receipt prepayment ratably to the Term Loans of each such notice, and of the amount of such Lender’s ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 10:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity, and each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Term Loan Facility. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers mayBorrower, upon notice to as applicable, together with accrued interest on the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior amount so prepaid to the date of such prepayment, to the extent, if any, the Available Facility A Commitments, the Available Facility B Commitments, Available Facility C Commitments or the Available Facility D Commitments would be negative, (iii) any such termination of the Revolving Credit Commitments shall be accompanied by (A) prepayment in full of Base Rate Loans; the Revolving Credit Loans then outstanding hereunder, (B) cash collateralization of all L/C Obligations then outstanding in accordance with the provisions of subsection 2.13, and (C) payment of accrued interest thereon to the date of such prepayment and the payment of any prepayment unpaid fees then accrued hereunder (including, without limitation, in respect of Eurodollar Rate any Letters of Credit) and (iii) any termination of the Revolving Credit Commitments while LIBOR Loans are outstanding under the Revolving Credit Commitments and any reduction of the aggregate amount of the Revolving Credit Commitments that reduces the amount of the Revolving Credit Commitments under any Revolving Facility below the principal amount of the LIBOR Loans then outstanding thereunder may be made only on the last day of the respective Interest Periods for such LIBOR Loans. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender thereof. Any such reduction shall be in a principal an amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or(or in the case of a LIBOR borrowing in euros, in each case, if lessan Optional Currency, the entire principal amount thereof then outstanding. Each such notice Dollar Equivalent thereof) and 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 reduce permanently the amount of such Lender’s ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilityCommitments then in effect.

Optional. The Borrowers maySubject to Section 4.4., upon notice to the Administrative AgentBorrower may prepay any Revolving Loan, Tranche A Loan and Tranche B Loan at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that . The Borrower’s prepayment of any Tranche C Loan will be subject to, and the Borrower hereby promises to pay, a (Ai) 2.00% penalty on the principal amount prepaid if the prepayment occurs during the first twelve (12) months following the Effective Date and (ii) 1.00% penalty on the principal amount prepaid if the prepayment occurs during months thirteen (13) through twenty-four (24) following the Effective Date (each such notice must penalty, a “Prepayment Penalty”), such Prepayment Penalties to be received by for the Administrative pro rata account of the Tranche C Lenders. Beginning in the twenty-fifth (25) month following the Effective Date, subject to Section 4.4, the Borrower may prepay any Tranche C Loan without premium or penalty. The Borrower shall give the Agent not later than 2:00 p.m., at least one (1) Business Day’s notice of any proposed prepayment pursuant to this Section 2.8.(a) of any Base Rate Loans and at least three (3) Business Days prior Days’ notice of any proposed prepayment pursuant to this Section 2.8.(a) of any LIBOR Loans, specifying the Class of Loan to be prepaid, the proposed date of prepayment of Eurodollar Rate such Loan and the principal amount to be prepaid, and, if such prepayment is to be contingent on the consummation of a refinancing or other capital transaction, as set forth in the following proviso, notice that such prepayment is so contingent; provided, however, that such notice of proposed prepayment may be revoked or modified in connection with an optional prepayment of Loans and (2) one Business Day at any time on or prior to the date of prepayment if such prepayment is contingent, and notice of Base Rate Loans; (B) any such contingency has been provided pursuant to this sentence, on the consummation of a refinancing or other capital transaction that does not close on the originally anticipated closing date. Each voluntary prepayment of Eurodollar Rate Loans of the same Class shall be in a principal an aggregate minimum amount of $1,000,000 or a whole multiple and integral multiples of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 1,000,000 in excess thereof or, in each case, if less, the entire outstanding principal amount thereof then outstanding. Each such notice shall specify balance of the date and amount Loans 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 ratable portion of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is Class then being made in connection with the closing of another transaction it may be conditioned upon the closing of such transactionrepaid. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each 4.4 and, in addition, any prepayment of any Loans a Tranche C Loan shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facilityaccompanied by any applicable Prepayment Penalty.

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate 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 Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any Loans shall be paid applied to the Committed Loans of the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilityPercentages.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (Ai) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (Bii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (Ciii) any prepayment of Base Rate Loans shall be in a principal amount of $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 Type(s) Type of Revolving Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment of any Loans shall be paid applied to the Revolving Loans of the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrower may, upon notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in respect whole or in part without premium or penalty; provided that (i) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (ii) any such prepayment shall be in a minimum principal amount of $1,000,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term A Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. . (ii) Each prepayment of any Term A Loans pursuant to the foregoing provisions of this Section 2.04(a) shall be paid applied as the Borrower directs to the Lenders thereof in accordance with their respective Applicable Percentages in respect then remaining principal installments of the Revolving Credit Term A Facility.

Optional. The Borrowers Borrower may, upon notice by delivery to the Administrative AgentAgent of a Notice of Loan Prepayment, at any time or from time to time on or after the Closing Date, voluntarily prepay the Loans in whole or in part without premium or penaltytogether with the applicable Loan Payment Fees and any amounts due pursuant to Section 3.5; provided that that, (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three one (1) Business Days prior to any date of prepayment of a Eurodollar Rate Loans Loan and (2) one Business Day prior to on the date of prepayment of a Base Rate LoansLoan; and (B) any prepayment of Eurodollar Rate the Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding, and shall be accompanied by the applicable Loan Payment Fees and any amounts due pursuant to Section 3.5. Each such notice shall specify the date and amount of such prepayment prepayment, the applicable Loan Payment Fees (if any) and the Type(s) remaining portion of Loans to be prepaid and, the Permitted Payment Amount (if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loansany). The Administrative Agent will promptly notify each Lender of its receipt of each any such noticeNotice of Loan Prepayment, and of the amount of such Lender’s ratable portion of such prepayment. If such notice is given by the BorrowersBorrower, 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; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with prepaid and the applicable Loan Payment Fees and any additional amounts required due pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility3.5.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penaltypenalty (subject to clause (ii) of this Section 2.03(a)); provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Loans pursuant to this Section 2.03(a) shall be applied to the principal repayment installments thereof as directed by the Borrower, and each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect Percentages. (ii) Notwithstanding the foregoing, to the extent the Borrower makes a prepayment of Loans pursuant to this Section 2.03(a) or Section 2.03(b)(iii) below, with the proceeds of Indebtedness, then if any such prepayment occurs on or prior to the first anniversary of the Revolving Credit FacilityClosing Date, the Borrower shall pay a premium of 1% of the aggregate principal amount of such Loans prepaid.

Optional. (i) The Borrowers may, upon notice to the Administrative AgentAgent (which may be given by telephone and followed in writing promptly thereafter), at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A1) such notice must be received by the Administrative Agent not later than 2:00 p.m., 12:00 noon (1A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2B) one Business Day prior to on the date of prepayment of Base Rate Loans; (B2) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C3) 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 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 ratable portion 's Applicable Percentage of such prepayment. If such notice is given by the Borrowersa Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaidthereon, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans pursuant to this Section 2.05(a) shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (2) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by a 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.

Optional. (i) The Borrowers 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 voluntarily prepay Revolving Loans in whole or in part without premium or penaltypenalty subject to Section 3.05; provided that provided, that, unless otherwise agreed by the Administrative Agent, (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Revolving Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) At any time the Autoborrow Agreement is not in effect, the Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided, that, unless otherwise agreed by the Swingline Lender, (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay the Term B Loans and Committed Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any such prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 250,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 250,000 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 prepayment, whether the Loan to be prepaid is a Committed Loan or a Term B Loan, 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 ratable portion of such prepayment (based on such Lender’s Applicable Percentage). If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term B Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof in inverse order of maturity, and each prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages in respect of the applicable Loans being prepaid. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facility.

Optional. The 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 voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans or LIBOR Daily Floating Rate Loans; and (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 Loans, Base Rate Loans, or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base LIBOR Daily Floating 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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages Percentages. (i) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., (1) 12:00 noon three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to 12:00 noon on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C) 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 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 ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 . Notwithstanding the foregoing, subject to payment of any amounts required under Section 3.05, the Borrower may rescind or postpone any notice of prepayment if such prepayment is being made in connection with would have resulted from a refinancing of the closing of another transaction it may be conditioned upon the closing of such transactionLoans, which refinancing shall not have been consummated or shall have otherwise been delayed. Any prepayment of a Eurodollar Rate Revolving Credit Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid applied to the Revolving Credit Loans of the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit FacilityPercentages.

Optional. (i) The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part without premium or penalty; provided that (A) 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 12:00 p.m., (1) three threetwo Business Days prior to any date of prepayment of Eurodollar Rate RateTerm SOFR Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate RateTerm SOFR Loans shall be in a principal amount of $1,000,000 3,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 Type(s) of Loans to be prepaid and, if Eurodollar Rate RateTerm SOFR 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrowers, and to the extent provided therein, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate RateTerm SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the principal repayment installments thereof as directed by the Borrowers (provided that in the event that the Borrowers do not specify the order in which to apply prepayments, the Borrowers shall be deemed to have elected that such prepayment be applied to reduce the scheduled installments of principal of such Term Loans in reverse order of maturity), and subject to Section 2.18, each such prepayment shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrowers may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or less if less than such amount is outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrowers, and to the extent provided therein, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. (i) The Borrowers Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Revolving Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 5,000,000 or a whole multiple of $500,000 1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $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 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Loans Subject to Section 2.15, such prepayments shall be paid to the Lenders thereof in accordance with their respective Applicable Percentages in respect of each of the Revolving Credit Facilityrelevant Facilities. (ii) The Borrower may, upon notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess hereof (or, if less, the entire principal thereof then outstanding). Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05.

Optional. The Borrowers (i) Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (A) such notice must be in a form acceptable to Administrative Agent and be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Committed Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 500,000 or a whole multiple of $500,000 100,000 in excess thereof; and (C) any prepayment of Base Rate Committed 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 Type(s) of Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s ratable portion Applicable Percentage of such prepayment. If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each Subject to Section 2.16, each such prepayment of any Loans shall be paid applied to the Committed Loans of Lenders thereof in accordance with their respective Applicable Percentages Percentages. (ii) Borrower may, upon notice to Swing Line Lender (with a copy to Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in respect whole or in part without premium or penalty; provided that (A) such notice must be received by Swing Line Lender and Administrative Agent not later than 1:00 p.m. on the date of the Revolving Credit Facilityprepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional. The Borrowers (i) Subject to the last sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Administrative Agent not later than 2:00 p.m., 11:00 a.m. (1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) one Business Day prior to on the date of prepayment of Base Rate Loans; (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the 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 ratable portion of such prepaymentprepayment (based on such Lender’s Applicable Percentage in respect of the Facility). If such notice is given by the BorrowersBorrower, 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 if such prepayment is being made in connection with the closing of another transaction it may be conditioned upon the closing of such transaction. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (ii) The Borrower may, upon notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of $100,000. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment of any Loans and the payment amount specified in such notice shall be paid to due and payable on the Lenders thereof in accordance with their respective Applicable Percentages in respect of the Revolving Credit Facilitydate specified therein.