Common use of Optional Prepayments Clause in Contracts

Optional Prepayments. Loans may be prepaid in whole or from time to time in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01.

Optional Prepayments. Loans may be prepaid in whole 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 at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. 1:00 p.m. (New York, New York timeA) on the same day three (3) Business Days prior to any date of the prepayment of Federal Funds Rate Term SOFR Loans or Alternate and (B) one Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of Term SOFR Loans shall be in a minimum principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, or any portion thereofin the case of each of clauses (2) and (3), proposed 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 made prepaid, the prepayment premium (if any) applicable thereto and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans (except that if the Loans to be prepaid includes both Base Rate Loans and Term SOFR Loans, absent direction by the Borrowers, the applicable prepayment shall be applied first to Base Rate Loans to the full extent thereof before application to Term SOFR Loans, and, in the case of Term SOFR Loans, absent direction by the Borrowers, in direct order of Interest Period maturities). The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon and any additional amounts required pursuant to Section 3.05. Each prepayment of the Loans pursuant to this Section 3.012.05(a) shall be applied to the Repayment Amounts, specifying as directed by the aggregate principal amount Borrowers and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. For the avoidance of doubt, the Borrowers may (i) prepay Term Loans of an Existing Term Loan Class pursuant to this Section 2.05(a) without any requirement to prepay Extended Term Loans that were converted or exchanged from such Existing Term Loan Class, (ii) prepay Extended Term Loans pursuant to this Section 2.05(a) without any requirement to prepay Term Loans of an Existing Term Loan Class that were converted or exchanged for such Extended Term Loans and (iii) prepay any Class of Term Loans as the Borrowers may select. In the event that the Borrowers do not specify the order in which to apply prepayments to reduce Repayment Amounts or as between Classes of Term Loans, the Borrowers shall be prepaid and deemed to have elected that such proceeds be applied to reduce the installments in direct order of maturity on a pro-rata basis among Term Loan Classes. At the Borrowers’ election in connection with any prepayment date; provided that with respect pursuant to each oral notice this Section 2.05(a), such prepayment shall not be applied to any Loan of a prepaymentDefaulting Lender. Notwithstanding the foregoing provisions of this Section 2.05(a) or anything in this Agreement or any other Loan Document to the contrary, in the event that, prior to the second anniversary of the Closing Date, any Initial Term Loans are voluntarily prepaid pursuant to this Section 2.05(a), are mandatorily prepaid in connection with a Debt Incurrence Prepayment Event pursuant to Section 2.05(b)(iii) or the Borrowers replace any Non-Consenting Lender (in each case, either before or after the occurrence of an Event of Default, an acceleration of the Facilities or the commencement of any insolvency proceeding under any Debtor Relief Laws (with such prepayment premium being determined as of the date of acceleration or commencement of such insolvency proceeding as if the Obligations had been voluntarily prepaid on such date), the Company Borrowers shall deliver promptly pay to the Administrative Agent a confirmatory written notice Agent, for the ratable account of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option each of the Companyapplicable Lenders, to (i) all outstanding Conventional Revolving Loans for payment ratably at any time prior to the holders thereof first anniversary of the Closing Date, a prepayment premium of 2.00% of the amount of the Initial Term Loans being prepaid and (ii) at any time on or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders after first anniversary of the principal Closing Date and prior to the second anniversary of the Closing Date, a prepayment premium of 1.00% of the amount to be prepaid and of the prepayment date. Notice of such prepayment Initial Term Loans being prepaid, in each case, which amounts shall be irrevocable and having been given as aforesaidearned, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on the date such prepayment dateis consummated; provided that, solely to the extent a Permitted Change of Control Effective Date occurs, the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Lenders, (i) at any time prior to the first anniversary of the Permitted Change of Control Effective Date, a prepayment premium of 2.00% of the amount of the Initial Term Loans being prepaid and (ii) at any time on or after first anniversary of the Permitted Change of Control Effective Date and prior to the second anniversary of the Permitted Change of Control Effective Date, a prepayment premium of 1.00% of the amount of the Initial Term Loans being prepaid.] Notwithstanding the foregoing, no prepayment premium shall apply if such prepayment is made in connection with a Qualifying IPO or Change of Control. 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 (1) such notice must be received by such Swing Line Lender and the provisions Administrative Agent not later than 1:00 p.m. on the date of Section 2.02(ethe prepayment or (2) any such prepayment of Swing Line Loans made in Dollars shall be applicable. The Company shall have no optional right to prepay the in a minimum principal amount of any Loan (other than $500,000 or a Discretionary Revolving Loan) other than as provided whole multiple of $100,000 in this Section 3.01excess thereof or, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment.

Optional Prepayments. Loans may be prepaid in whole The 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 at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 11:00 a.m. (A) three Business Days prior to any date of prepayment of Term SOFR Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Term SOFR Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof, and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid; provided that, a notice of prepayment of all or any part of the outstanding Committed Loans may state that such notice is conditioned upon the effectiveness of other credit facilities or any incurrence or issuance of debt or equity or the occurrence of any other transaction, in which case such notice may be revoked, subject to Section 3.05, by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such L▇▇▇▇▇’s Pro Rata Share 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 Term SOFR Rate Loans shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. Notwithstanding the foregoing, upon the consummation of the BorrowerCo Accession, and for so long as there is not more than one Lender, prepayments of Term SOFR Rate Loans are permitted to be made hereunder on the same day notice to the Administrative Agent is given, so long as such notice is provided not later than 11:00 a.m. (New York, New York City time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice date of such prepayment shall be irrevocable and having been given as aforesaid, such notice otherwise complies with the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date terms of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Agreement.

Optional Prepayments. Loans The Borrower may be prepaid in whole or at any time and from time to time in part at the option of the Company on any Business Dayprepay, without premium or penalty, notwithstanding Revolving Credit Loans and Swingline Loans, in whole or in part, with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit 2.04(c) (a “Notice of Prepayment”) given not later than 11:00 a.m. (i) on the same Business Day as the prepayment of each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before the prepayment of each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice; provided that a Notice of Prepayment delivered by the Borrower may state that such Business Day notice is conditioned upon the effectiveness of other credit facilities or capital raising or the occurrence of a Change of Control, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified payment date) if such condition is not an Interest Payment Date; provided that: (a) lossessatisfied and, if anyupon such revocation according to the foregoing terms, incurred by any Lender under Section 2.02(e) the Borrower shall not be payable with respect required to each make the prepayment specified in such prepayment of any Eurodollar Loan; (b) all partial notice. Partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral 3,000,000 or a whole multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that 1,000,000 in excess thereof with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Base Rate Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than Swingline Loans), $5,000,000 or a Discretionary Revolving Loan) other than as provided whole multiple of $1,000,000 in this excess thereof with respect to LIBOR Rate Loans and $500,000 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 next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 3.014.05 hereof.

Optional Prepayments. Loans may be prepaid in whole (a) Subject to Section 3.4, the Company may, at any time or from time to time in part at the option of the Company on any Business Daytime, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of upon at least $2,000,000 and an integral multiple two Business Days’ notice in the case of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar IBOR Loans, or upon same day notice in the case of Base Rate Loans and Optional Floating Rate Loans, to the Administrative Agent, ratably, in accordance with each Lender’s Commitment Percentage, prepay Revolving Loans in whole or in part, (i) in the case of Revolving Loans which are IBOR Loans, in minimum amounts of Five Hundred Thousand Dollars ($500,000) or any portion multiple of One Hundred Thousand Dollars ($100,000) in excess thereof, and notice to (ii) in the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day case of the prepayment of Federal Funds Rate Revolving Loans or Alternate Swing Line Loans which are Base Rate Loans, in any amount, (iii) in the case of Swing Line Loans which are Optional Floating Rate Loans, in any amount. Each notice of prepayment shall specify the date and amount of such prepayment, and whether such prepayment is of Base Rate Loans, IBOR Loans or Optional Floating Rate Loans, or any portion thereofcombination thereof and if such prepayment includes a prepayment of IBOR Loans, proposed the Interest Periods of the Loans to be made prepaid. Such notice shall not thereafter be revocable by the Company and the Administrative Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage 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, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 3.4. Any prepayments by the Company pursuant to this Section 3.01, specifying 2.6 shall be applied to the aggregate principal amount Loans as specified in the Company’s notice of prepayment. If the Company shall have failed to specify in its notice of prepayment the Loans to which such prepayment is to be prepaid applied, any prepayments by the Company pursuant to this Section 2.6 shall be applied first to any Optional Floating Rate Loans then outstanding, then to any Base Rate Loans then outstanding and last to IBOR Loans with the prepayment date; provided that with respect shortest Interest Periods remaining. Amounts applied to each oral the Revolving Loans pursuant to this Section 2.6 shall not permanently reduce or terminate the Commitments or the Aggregate Commitment, unless otherwise specified by the Company in its notice of prepayment and, in the case of a reduction only if such reduction is permitted under Section 2.5. (b) The Company may, at any time or from time to time, upon same day notice to the Administrative Agent, prepay Swing Line Loans in whole or in part, in minimum amounts of One Hundred Thousand Dollars ($100,000) or any multiple of One Hundred Thousand Dollars ($100,000) in excess thereof. Each notice of prepayment shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of make such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid prepayment and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal payment amount specified in such noticenotice shall be due and payable on the date specified therein, together with accrued and unpaid interest thereon to each such date on the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01prepaid.

Optional Prepayments. Loans may be prepaid (i) Upon prior notice in whole or accordance with paragraph (a)(iii) of this Section 2.11, the Borrowers shall have the right at any time and from time to time to prepay any Borrowing of Term Loans of one or more Classes (such Class or Classes to be selected by the Parent Borrower in its sole discretion) in whole or in part at the option of the Company on any Business Day, without premium or penaltypenalty except as provided in Sections 2.12(c) and 2.16. Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages of the relevant Class. (ii) Upon prior notice in accordance with paragraph (a)(iii) of this Section 2.11, notwithstanding that such Business Day is not an Interest Payment Datethe Borrowers shall have the right at any time and from time to time to prepay (in accordance with Section 2.18(a)) any Borrowing of Additional Revolving Loans of any Class, in whole or in part without premium or penalty (but subject to Section 2.16); provided that: (a) lossesthat after the establishment of any Additional Revolving Facility, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan;Borrowing of Additional Revolving Loans of any Class shall be subject to the provisions set forth in Section 2.22, 2.23 and/or 9.02, as applicable. Each such prepayment shall be paid to the Revolving Lenders in accordance with their respective Applicable Percentages of the relevant Class. (biii) all partial prepayments The Parent Borrower shall notify the Administrative Agent by telephone (promptly confirmed in writing) of any prepayment under this Section 2.11(a) (A) in the case of a prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three (3) Business Days before the date of prepayment or (B) in the case of a prepayment of an ABR Borrowing, not later than 12:00 p.m. (Noon) on the day of prepayment. Each such notice shall be irrevocable (except as set forth in an aggregate the proviso to this sentence) and shall specify the prepayment date and the principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral each Borrowing or written portion or each relevant Class to be prepaid; provided that a notice of each prepayment delivered by the Parent Borrower may state that such notice is conditioned upon the effectiveness of any Eurodollar Loansother transactions, or any portion thereof, and in which case such notice may be revoked by the Parent Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not later than 10:00 a.m. (New Yorksatisfied. Promptly following receipt of any such notice relating to any Borrowing, New York time) on the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount at least equal to the amount that would be permitted in the case of an advance of a Borrowing of the same day of the Type and Class as provided in Section 2.02(c), or such lesser amount that is then outstanding with respect to such Borrowing being repaid. Each prepayment of Federal Funds Rate Term Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying 2.11(a) shall be applied against the aggregate remaining scheduled installments of principal amount to be prepaid and due in respect of the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Term Loans of such proposed prepayment; and Class (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice one or more of such prepayment shall be irrevocable and having been given other facility, class or tranche of Term Loans, as aforesaiddetermined by the Parent Borrower in its sole discretion) in the manner specified by the Parent Borrower or, the principal amount if not so specified in such notice, together with accrued and unpaid interest thereon on or prior to the date of such optional prepayment, shall become due and payable on such prepayment date, and the provisions in direct order of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01maturity.

Optional Prepayments. Loans may be prepaid in whole 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 at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall notice must be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give a form reasonably acceptable to the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to be received by the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York timeA) three Business Days prior to any date of prepayment of Term SOFR Loans and (B) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any prepayment of Term SOFR Loans shall be in a principal amount of $5,000,000 or all outstanding Discretionary Revolving a whole multiple of $1,000,000 in excess thereof and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid and, if Term SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that, subject to Section 3.05, such notice may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied and, in the case of such revocation, the Borrower shall not be required to make such prepayment and such prepayment amount shall cease to be prepaid due and payable. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the prepayment dateamount prepaid, together with any additional amounts required pursuant to Section 3.05. Notice of Each such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon applied to the date Loans of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Lenders ratably.

Optional Prepayments. (a) Subject in the case of Term SOFR Loans to Section 2.14, the Borrower may be prepaid (i) upon notice to the Administrative Agent on or prior to the date of prepayment, prepay any Base Rate Borrowing, (ii) upon at least three Business Days’ notice to the Administrative Agent, prepay any Term SOFR Borrowing or (iii) if applicable pursuant to Section 8.01, upon at least five U.S. Government Securities Business Days’ notice to the Administrative Agent on or prior to the date of prepayment, prepay any Daily Simple SOFR Borrowing, in each case in whole at any time, or from time to time in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an 10,000,000 or any larger integral multiple of $100,000;5,000,000. Each such notice shall specify the prepayment date, the Borrowing or Borrowings to be prepaid and the principal amount of each such Borrowing or portion thereof to be prepaid. Each such optional prepayment shall be applied to prepay ratably the Loans of the Lenders included in such Borrowing. Prepayments shall be accompanied by accrued interest on the amount prepaid. (cb) the Company shall give Promptly after receiving a notice of prepayment pursuant to this Section 2.12, the Administrative Agent shall notify each Lender of the contents thereof and of such ▇▇▇▇▇▇’s ratable share of such prepayment, and such notice shall not less than one full Business Day’s prior oral or written thereafter be revocable by the Borrower; provided that any notice of each prepayment pursuant to this Section 2.12 may state that such notice is conditioned upon the occurrence of any Eurodollar Loansone or more events [[5952619]] specified therein, or any portion thereof, and in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on or prior to the same day of the time such prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed would otherwise be required to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of hereunder) if such proposed prepayment; and (d) so long as no Event of Default condition is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01not satisfied.

Optional Prepayments. Loans may be prepaid in whole (i) The 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 at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty (except as set forth below); provided that: that (aA) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall notice must be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give a form reasonably acceptable to the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to be received by the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York time1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or any portion a whole multiple of $500,000 in excess thereof, proposed to and (C) any prepayment of Base Rate Loans shall be made pursuant to this Section 3.01, specifying the aggregate in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and the prepayment date; provided that with respect and, if Eurodollar Rate Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Appropriate Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender's ratable portion of such prepayment (based on such Lender's Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment dateof 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. Notice Each prepayment of the outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be irrevocable applied against the scheduled repayments of Term Loans under Section 2.07(a) in direct order of maturity) and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon shall be paid to the date Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of prepayment, shall become due each of the relevant Facilities and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Incremental Facilities.

Optional Prepayments. Loans may be prepaid (a) Borrowers may, upon at least 3 Business Days' notice to Agent, subject to any applicable payments required pursuant to the terms of Section 9.05 for such, prepay the Term Loan Advances in whole at any time or in part from time to time in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of amounts aggregating at least $2,000,000 and an integral 1,000,000, or any larger multiple of $100,000; 100,000 (c) or lesser amount if such amount constitutes the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loansentire outstanding Term Loan Advances), or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of by paying the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on . Each such optional prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right applied to prepay the Term Loan Advances of Lenders on a Term Loan Pro Rata basis, and all such prepayments of principal shall be applied to installments of principal in the inverse order of their maturities. (b) Borrower may, subject to any applicable payments required pursuant to Section 9.05 for such, prepay any Revolver Borrowing in whole at any time, or from time to time, by paying the principal amount to be prepaid together with accrued interest thereon to the date of any Loan prepayment. Each such optional prepayment shall be applied on a Revolver Pro Rata basis the Revolver Advances of the several Lenders included in such Borrowing (other than c) Upon receipt of a Discretionary Revolving Loan) other than as provided in notice of prepayment pursuant to this Section 3.012.11, Agent shall promptly notify each Lender of the contents thereof and of such Lender's Revolver Pro Rata share or Term Loan Pro Rata share, as applicable, of such prepayment and such notice, once received by Agent, shall not thereafter be revocable by Borrowers.

Optional Prepayments. Loans Borrower may be prepaid repay at any time the Loan made hereunder, in whole or from time in part, upon irrevocable notice to time in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred Lender by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of 12:00 P.M. at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s five business days prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, specifying the date and amount of prepayment. If such prepayment is made at any time on or prior to November 1, 1997, the Borrower shall become reimburse the Lender on demand for any actual loss incurred or to be incurred by the Lender (for the period up to and including November 1, 1997) in the reemployment of the funds released by any prepayment of the Loan, such Loss to be equal to any product resulting from the following calculation (the "Penalty"): the difference between (i) the interest rate specified in Section 2.04 hereunder, and (ii) the annualized interest rate on a U.S. Treasury Note or ▇▇▇▇ having a maturity date which is closest to the period of time from the date of the prepayment until November 1, 1997, multiplied by the principal amount being prepaid with the resulting product being multiplied by the fraction of a 365-day year remaining from the date of the prepayment until November 1, 1997. The Penalty shall be payable in installments on the first calendar day of each month, in arrears, up to and including November 1, 1997. After November 1, 1997, the Borrower may repay at any time the Loan made hereunder without premium or penalty. If such notice is given, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such prepayment date, and date on the provisions of Section 2.02(e) amount prepaid. Partial prepayments shall be applicable. The Company shall have no optional right to prepay the in aggregate principal amount of any $1,000,000 (or a whole multiple thereof) or if a lesser amount of the Loan (other than a Discretionary Revolving Loan) other than as provided remains outstanding, then prepayment shall be made in this the full aggregate amount of the Loan outstanding, unless such prepayment is being paid pursuant to Section 3.015.06.

Optional Prepayments. Loans may be prepaid in whole (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty (except as set forth below); provided that: that (aA) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall notice must be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give a form reasonably acceptable to the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to be received by the Administrative Agent not later than 10:00 a.m. 11:00 a.m. (New York1) [reserved], New York time(2) two Business Days prior to any date of prepayment of Term SOFR Loans and (3) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, (B) any prepayment of Term SOFR Loans shall be in a principal amount of $1,000,000 or any portion a whole multiple of $500,000 in excess thereof, proposed to and (C) any prepayment of Base Rate Loans shall be made pursuant to this Section 3.01, specifying the aggregate in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and the prepayment date; provided that with respect and, if Term SOFR Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Appropriate Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment dateof a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.5. Notice Each prepayment of any outstanding Term Loans pursuant to this Section 2.5(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be irrevocable applied against the scheduled repayments of such Term Loans under Section 2.7(a) in direct order of maturity) and having been given as aforesaidshall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental 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 a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.5, rescind any notice of prepayment under Section 2.5(a) if such prepayment date, would have resulted from a refinancing of all of the Facilities and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount Incremental Facilities or 100% of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Class of Facilities, which refinancing shall not be consummated or shall otherwise be delayed.

Optional Prepayments. (a) Subject, in the case of any Borrowing of Euro-Dollar Loans may be prepaid to Section 2.12 and in the case of any Borrowing of Tranche B Loans to Section 2.04(f), the Borrower may, upon at least one Domestic Business Day's notice to the Agent, prepay any Group of Base Rate Loans or upon at least three Euro-Dollar Business Days' notice to the Agent, prepay any Group of Euro-Dollar Loans, in each case in whole at any time, or from time to time in part at in amounts aggregating $5,000,000 (or, solely in the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment case of any Eurodollar Loan; (bGroup of Loans which are Swing Loans, $1,000,000) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral or any larger multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans1,000,000, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of by paying the principal amount to be prepaid and together with, in the case of a prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaidEuro-Dollar Loans, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment. Each such optional prepayment shall be applied to prepay ratably the Loans of the several Lenders included in such Group. (b) Upon receipt of a notice of prepayment pursuant to this Section, the Agent shall become due promptly notify each Lender of the contents thereof and payable on of such Lender's ratable share of such prepayment dateand such notice shall not thereafter be revocable by the Borrower. (c) Subject to Section 2.04(f), and each prepayment of the provisions of Term Loans made by the Borrower pursuant to this Section 2.02(e) 2.10 shall be applicable. The Company allocated pro rata on the basis of principal amount between the then outstanding Tranche A Loans and Tranche B Loans. (d) Each prepayment of the Term Loans of either Class made by the Borrower pursuant to this Section shall be applied as follows: first, to reduce the amount of the subsequent scheduled repayments of the Term Loans (if any) of such Class to be made within 180 days of the date such prepayment is made in forward order until such amount shall have no optional right been paid in full and thereafter to prepay reduce the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided subsequent scheduled repayments to the Term Loans of such Class in this Section 3.01inverse order of maturity.

Optional Prepayments. (a) The Borrower may at any time upon at least two (2) Business Days’ (one (1) Business Day for Revolving Loans) prior written notice to the Agent, prepay the Loans may be prepaid in whole or in part in an amount greater than or equal to $100,000, in each instance, without penalty or premium except as provided in Section 10.4. Optional partial prepayments of the Term Loan shall be applied in the manner set forth in subsection 1.8(f) hereof. Optional partial prepayments of the Term Loan in amounts less than $100,000 shall not be permitted. (b) The notice of any prepayment shall not thereafter be revocable by the Borrower and the Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment. The payment amount specified in such notice shall be due and payable on the date specified therein. Together with each prepayment under this Section 1.7, the Borrower shall pay any amounts required pursuant to Section 10.4. (c) The Borrower shall be permitted at any time and from time to time from and after the Restatement Effective Date, to reduce voluntarily the Swing Line Commitment in part at the option minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof for each such reduction; provided , that the Borrower shall only be permitted to make two (2) such voluntary reductions in the Swing Line Commitment pursuant to the provisions of this subsection 1.7(c). All requests for a reduction in the Swing Line Commitment shall be made by irrevocable written notice of the Company on any Business Day, without premium or penalty, notwithstanding that Borrower to Agent and the Swing Line Lender stating the amount and effective date of such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) reduction and shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 received by Agent and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent Swing Line Lender not less than one full three (3) Business Day’s Days prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice effective date of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof reduction and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify each Lender thereof. All reductions in the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon Swing Line Commitment made pursuant to the date terms of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(ethis subsection 1.7(c) shall be applicablepermanent. The Company In addition to the foregoing, if and to the extent the Revolving Loan Commitment is reduced (whether pursuant to subsection 1.7(a) or otherwise to an amount less than the Swing Line Commitment, the Swing Line Commitment shall have no optional right automatically be reduced by an amount equal to prepay the principal amount excess of any the Swing Line Commitment over the Revolving Loan (other than a Discretionary Commitment, such that the Swing Line Commitment never exceeds the Revolving Loan) other than as provided in this Section 3.01Loan Commitment.

Optional Prepayments. Loans may be prepaid in whole (i) the Borrower may, upon irrevocable notice from the Borrower to the Agent, at any time or from time to time voluntarily prepay any Borrowing of any Loans in whole or in part at subject to the option payment of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment DateApplicable Prepayment Premium; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day 12:00 p.m. three Business Days prior to any date of the prepayment of Federal Funds any Loans; and (ii)(A) any prepayment of LIBOR Rate Loans shall be in a principal amount of $5,000,000 or Alternate a whole multiple of $1,000,000 in excess thereof and (B) 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 LIBOR Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s Applicable Percentage 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 (except that any such notice may be conditioned on the US-DOCS\117605822.23 KE 70583695.23 receipt of net proceeds from any refinancing indebtedness or the consummation of a Change of Control that results in a refinancing and payment in full of the Obligations). Any prepayment dateof the Loan shall be accompanied by all accrued interest on the amount prepaid plus the Applicable Prepayment Premium, together with any additional amounts required pursuant to Section 3.5. Notice of Each such prepayment shall be irrevocable and having been given as aforesaid, applied to the principal amount specified installments of the Loans as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Loans under Section 2.7 in such notice, together with accrued direct order of maturity) and unpaid interest thereon shall be paid to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided Lenders in this Section 3.01accordance with their respective Applicable Percentages.

Optional Prepayments. Loans may be prepaid in whole or The Borrower shall have the right at any time and from time to time in part at the option of the Company on any Business Day(a) time, without premium or penalty, notwithstanding that such to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of repayment, whether the repayment is not an Interest Payment Date; provided that: (a) lossesof LIBOR Rate Loans or Base Rate Loans or a combination thereof, and if anya combination thereof, incurred by any Lender under Section 2.02(e) shall be payable with respect the amount allocable to each such and the specific tranche of Term Loan to be prepaid. Each optional prepayment of any Eurodollar Loan; (b) all partial prepayments the Term Loans hereunder shall be in an aggregate principal amount of at least $2,000,000 and an integral 5,000,000 or any whole multiple of $100,000; (c) 1,000,000 in excess thereof and shall be applied to reduce the Company remaining scheduled principal installments of the applicable Term Loan as directed by the Borrower. Each repayment shall give be accompanied by any amount required to be paid pursuant to Section 5.9. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the Administrative Agent not less than one full next Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected applicable Term Loan Lenders of the principal amount to be prepaid and the prepayment date. each such Notice of Prepayment. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount refinancing or of any Loan 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 identifiable event or condition and may be revoked by the Borrower in the event such refinancing is not consummated or such condition is not satisfied (other than a Discretionary Revolving Loan) other than as provided that the failure of such contingency shall not relieve the Borrower from its obligations in this respect thereof under Section 3.015.

Optional Prepayments. Loans may (i) The Borrower may, upon notice to the Administrative Agent (including in any form on an electronic platform or electronic transmission system as shall be prepaid in whole approved by the Administrative Agent), at any time or from time to time voluntarily prepay Term Loans and Revolving Credit Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty (except as set forth below); provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 11:00 a.m. (New YorkYork City time) (A) three (3) Business Days’ prior to any date of prepayment of Term SOFR Loans, New York time(B) on the same day date of the prepayment of Federal Funds Daily SOFR Loans and (C) on the date of prepayment of Base Rate Loans; (2) any prepayment of Term SOFR Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (3) any prepayment of Base Rate Loans or Alternate Base Rate LoansDaily SOFR Loans shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid; provided that such prepayment and notice may be conditioned on the consummation of a financing or other transaction or any portion thereofother event. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, proposed and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, unless such notice is conditional, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to be made Section 3.04(a). Each prepayment of Term Loans pursuant to this Section 3.01, specifying 2.05(a) shall be applied to the aggregate principal amount to be prepaid installments thereof as directed by the Borrower (it being understood and agreed that if the prepayment date; provided that with respect to each oral notice Borrower does not so direct at the time of a such prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable applied against the scheduled repayments of Term Loans of the relevant class under Sections 2.07(a) and having been given as aforesaid(b) in direct order of maturity) and shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Shares. (ii) Notwithstanding anything to the contrary contained in this Agreement, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date Borrower may rescind any notice of prepayment, shall become due and payable on prepayment under Section 2.05(a) if such prepayment datewould have resulted from a refinancing of all of the Facilities, and the provisions of Section 2.02(e) which refinancing shall not be applicable. The Company consummated or shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01otherwise be delayed.

Optional Prepayments. Loans may be prepaid in whole (a) The Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time in any part at the option of, any Series of the Company on any Business DayNotes, without premium or penaltyin an amount not less than $1,000,000, notwithstanding that in the case of a partial prepayment, at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such Business Day is not an Interest Payment Date; provided that: (a) lossesprepayment, if any, incurred by any Lender under Section 2.02(e) shall be payable plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount; provided, that, so long as no Default or Event of Default shall then exist, at any time on or after the date that is six months prior to the Maturity Date of such Series of Notes the Company may, at its option, upon notice as provided below, prepay all or any part of such Series of Notes at 100% of the principal amount so prepaid, together with, in each case, accrued interest to the prepayment date. The Company will give each holder of the applicable Series of Notes written notice of each optional prepayment under this Section 8.2(a) not less than 10 days and not more than 60 days prior to the date fixed for such prepayment unless the Company and the holders of more than 50% in principal amount of the applicable Series of Notes at the time outstanding (exclusive of Notes then owned by the Company or any Eurodollar Loan; of its Affiliates) agree to another time period pursuant to Section 17. Each such notice shall specify such date (b) all partial prepayments which shall be in an a Business Day), the aggregate principal amount of at least $2,000,000 and an integral multiple such Series of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount Notes to be prepaid on such date, the principal amount of each such Series of Notes held by such holder to be prepaid (determined in accordance with Section 8.3), and the interest to be paid on the prepayment date; provided that date with respect to each oral notice such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver promptly to each holder of the Administrative Agent applicable Series Notes a confirmatory written notice certificate of a Senior Financial Officer specifying the calculation of such proposed prepayment; and (d) so long Make-Whole Amount as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the specified prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01.

Optional Prepayments. Loans may be prepaid in whole (a) The Borrowers may, upon notice by the Borrowers to the Lenders, at any time or from time to time voluntarily prepay the Loans in whole or in part at the option prepayment prices (expressed as a percentage of the Company principal amount of the Loan being prepaid) set forth in the table below, plus accrued and unpaid interest on the principal amount being prepaid to the prepayment date and; provided, that (i) such notice must be received by the Lenders not later than 11:00 a.m. on the date of prepayment of the Loans; and (ii) any Business Dayprepayment of Loans shall be in a principal amount of $2,000,000 or a whole multiple of $2,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. 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. First Anniversary of the Funding Date 103 % Second Anniversary of the Funding Date 102 % Third Anniversary of the Funding Date 101 % The prepayment price after the third anniversary of the Funding Date shall be 100% of the principal amount of the Loan being prepaid. (b) Notwithstanding Section 2.03(a), the Borrowers may voluntarily prepay the Loans at any time, without premium or penalty, notwithstanding that such Business Day is in an amount not an Interest Payment Date; provided that: (a) losses, if any, incurred to exceed $5,000,000 in the aggregate from the Net Cash Proceeds received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment Borrower or Guarantor from Dispositions of any Eurodollar Loan; (b) Excluded Restaurants once all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company Excluded Restaurants shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having have been given as aforesaid, the principal amount specified in such notice, together with disposed plus accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01being prepaid to the prepayment date.

Optional Prepayments. Loans may be prepaid in whole The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay in whole or in part at Loans outstanding under the option of Revolving Credit Facility and/or the Company on any Business Day, Unit Acquisition Facility without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York11:00 a.m., New York time, (A) on the same day three Business Days prior to any date of the prepayment of Federal Funds Eurodollar Rate Loans or Alternate Loans, and (B) the date of prepayment of Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or all outstanding Discretionary Revolving Loansa whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the affected Lenders of Borrower, the principal amount to be prepaid 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 dateof a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Notice of Each such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon applied to the date Loans of prepaymentthe Lenders in accordance with their respective Pro Rata Shares as directed by the Borrower or if no such direction is given, shall become due and payable on such prepayment datefirst, to the repayment in full of any L/C Borrowings, second, to the repayment of the Unit Acquisition Loans, until paid in full, and third, to repayment of the provisions Revolving Credit Loans. Unless a Default or Event of Section 2.02(e) shall Default has occurred and is continuing or would arise as a result thereof, any payment or prepayment of the Revolving Credit Loans and Unit Acquisition Loans may be applicable. The Company shall have no optional right reborrowed by Borrower, subject to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01terms and conditions hereof.

Optional Prepayments. Loans may be prepaid in whole (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans under either Facility in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (New York, New York timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or ; (ii) any portion thereof, proposed to prepayment of Eurodollar Rate Loans shall be made pursuant to this Section 3.01, specifying the aggregate 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 $2,500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender's Applicable Percentage of such prepayment. If such notice is given by 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 dateof 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. Subject to Section 2.17, each such prepayment shall be applied to the respective Facilities in the manner indicated by the Borrower and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages. (b) 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 with respect to each oral (i) such notice of a prepayment, must be received by the Company shall deliver promptly to Swing Line Lender and the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at not later than 1:00 p.m. on the option date of the Companyprepayment, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable in a minimum principal amount of $100,000. Each such notice shall specify the date and having been amount of such prepayment. If such notice is given as aforesaidby the Borrower, the principal Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01date specified therein.

Optional Prepayments. Loans may be prepaid in whole or The Borrower shall have the right at any time and from time to time in part at the option of the Company on any Business Dayto(a) time, without premium or penalty, notwithstanding that such to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of repayment, whether the repayment is not an Interest Payment Date; provided that: (a) lossesof LIBOR Rate Loans or Base Rate Loans or a combination thereof, and if anya combination thereof, incurred by any Lender under Section 2.02(e) shall be payable with respect the amount allocable to each such and the specific tranche of Term Loan to be prepaid. Each optional prepayment of any Eurodollar Loan; (b) all partial prepayments the Term Loans hereunder shall be in an aggregate principal amount of at least $2,000,000 and an integral 5,000,000 or any whole multiple of $100,000; (c) 1,000,000 in excess thereof and shall be applied to reduce the Company remaining scheduled principal installments of the applicable Term Loan as directed by the Borrower. Each repayment shall give be accompanied by any amount required to be paid pursuant to Section 5.9. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the Administrative Agent not less than one full next Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected applicable Term Loan Lenders of the principal amount to be prepaid and the prepayment date. each such Notice of Prepayment. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount refinancing or of any Loan 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 identifiable event or condition and may be revoked by the Borrower in the event such refinancing is not consummated or such condition is not satisfied (other than a Discretionary Revolving Loan) other than as provided that the failure of such contingency shall not relieve the Borrower from its obligations in this respect thereof under Section 3.015.

Optional Prepayments. Loans may be prepaid in whole or (i) Borrower shall have the right at any time and from time to time to prepay any Borrowing, in part at the option of the Company on any Business Daywhole or in part, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datesubject to the requirements of this Section 2.10; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to that each such partial prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and that is an integral multiple of $100,000; (c) the Company shall give the Administrative Agent 500,000 and not less than one full Business Day’s prior oral or written notice $1,000,000 or, if less, the outstanding principal amount of each prepayment of such Borrowing. (ii) Notwithstanding anything in any Eurodollar Loans, or any portion thereof, and notice Loan Document to the Administrative Agent not later than 10:00 a.m. (New Yorkcontrary, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Default or Event of Default has occurred and is continuing, prepayments any Company may prepay the outstanding Term Loans (which shall, for the avoidance of doubt, be allocatedautomatically and permanently canceled immediately upon such prepayment) (or Holdings or any of its Subsidiaries may purchase such outstanding Term Loans and immediately cancel them) on the following basis: (A) Any Company shall have the right to make a voluntary prepayment of Term Loans at a discount to par pursuant to a Borrower Offer of Specified Discount Prepayment, Borrower Solicitation of Discount Range Prepayment Offers or Borrower Solicitation of Discounted Prepayment Offers (any such prepayment, the “Discounted Term Loan Prepayment”), in each case made in accordance with this Section 2.10(a)(ii)(A). (B) (1) Any Company may from time to time offer to make a Discounted Term Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (I) any such offer shall be made available, at the option sole discretion of the Company, to (ix) all outstanding Conventional Revolving each Term Loan Lender and/or (y) each Term Loan Lender with respect to any Class of Term Loans for payment ratably on an individual tranche basis, (II) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each applicable tranche, the tranche or tranches of Term Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Term Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Term Loans and, in such event, each such offer will be treated as a separate offer pursuant to the holders terms of this Section 2.10(a)(ii)(B)), (III) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $5,000,000 and whole increments of $1,000,000 in excess thereof and (iiIV) any or all each such offer shall remain outstanding Discretionary Revolving Loansthrough the Specified Discount Prepayment Response Date. The Administrative Auction Agent shall will promptly notify the affected Lenders provide each applicable Lender with a copy of such Specified Discount Prepayment Notice and a form of the principal amount Specified Discount Prepayment Response to be prepaid completed and returned by each such Term Loan Lender to the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaidAuction Agent (or its delegate) by no later than 5:00 p.m., on the principal amount specified in such notice, together with accrued and unpaid interest thereon to third Business Day after the date of prepayment, shall become due and payable on delivery of such prepayment date, and notice to such Lenders (the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01“Specified Discount Prepayment Response Date”).

Optional Prepayments. Loans may be prepaid in whole (a) 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 at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. 12:00 noon (New York, New York timeA) three (3) Business Days prior to any date of prepayment of Eurocurrency Rate Loans and (B) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or ; (2) any portion thereof, proposed to partial prepayment of Eurocurrency Rate Loans shall be made pursuant to this Section 3.01, specifying the aggregate in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or, if less, the entire principal amount thereof then outstanding; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, 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 the payment amount specified in such notice shall be due and payable on the date specified therein. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. Any prepayment dateof a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.5. Each prepayment of the Loans pursuant to this Section 2.3 shall be paid to the Appropriate Lenders in accordance with their respective Pro Rata Share. (b) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment under Section 2.3 if such prepayment would have resulted from a refinancing of all of the applicable Facility, which refinancing shall not be consummated or shall otherwise be delayed. (c) Voluntary prepayments of any Class of Loans permitted hereunder shall be applied to the remaining scheduled installments of principal thereof pursuant to Section 2.6 in a manner determined at the discretion of the Borrower and specified in the notice of prepayment (and absent such direction, in direct order of maturity). (d) 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 Loans under the ABL Facility are used for this purpose, the Borrower may prepay the outstanding Loans (which shall, for the avoidance of doubt, be automatically and permanently canceled immediately upon acquisition by the Borrower) (or Holdings or any of its Subsidiaries may purchase such outstanding Loans and immediately cancel them) on the following basis: (i) Any Company 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 Loan Prepayment”), in each case made in accordance with this Section 2.3(d); provided that no Company Party shall initiate any action under this Section 2.3(d) in order to make a Discounted Loan Prepayment unless (A) at least ten (10) Business Days shall have passed since the consummation of the most recent Discounted Loan Prepayment as a result of a prepayment made by a Company Party on the applicable Discounted Prepayment Effective Date; or (B) at least three (3) Business Days shall have passed since the date the Company Party was notified that no Lender was willing to accept any prepayment of any Loan at the Specified Discount, within the Discount Range or at any discount to par value, as applicable, or in the case of Borrower Solicitation of Discounted Prepayment Offers, the date of any Company Party’s election not to accept any Solicited Discounted Prepayment Offers. (A) Subject to the proviso to subsection (i) above, any Company Party may from time to time offer to make a Discounted Loan Prepayment by providing the Auction Agent with five (5) Business Days’ notice in the form of a Specified Discount Prepayment Notice; provided that (1) any such offer shall be made available, at the sole discretion of the Company Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual tranche basis, (2) any such offer shall specify the aggregate principal amount offered to be prepaid (the “Specified Discount Prepayment Amount”) with respect to each oral applicable tranche, the tranche or tranches of Loans subject to such offer and the specific percentage discount to par (the “Specified Discount”) of such Loans to be prepaid (it being understood that different Specified Discounts and/or Specified Discount Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as a separate offer pursuant to the terms of this Section), (3) the Specified Discount Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 (or such lesser amounts as may be agreed to by the Administrative Agent) in excess thereof and (4) 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 Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third (3rd) Business Day after the date of delivery of such notice to such Lenders (the “Specified Discount Prepayment Response Date”). (B) Each Lender receiving such offer shall notify the Auction Agent (or its delegate) by the Specified Discount Prepayment Response Date whether or not it agrees to accept a prepayment of any of its applicable then outstanding Loans at the Specified Discount and, if so (such accepting Lender, a “Discount Prepayment Accepting Lender”), the amount and the tranches of such Lender’s Loans to be prepaid at such offered discount. Each acceptance of a prepaymentDiscounted Loan Prepayment by a Discount Prepayment Accepting Lender shall be irrevocable. Any Lender whose Specified Discount Prepayment Response is not received by the Auction Agent by the Specified Discount Prepayment Response Date shall be deemed to have declined to accept the applicable Borrower Offer of Specified Discount Prepayment. (C) If there is at least one Discount Prepayment Accepting Lender, the relevant Company Party will make a prepayment of outstanding Loans pursuant to this paragraph (ii) to each Discount Prepayment Accepting Lender in accordance with the respective outstanding amount and tranches of Loans specified in such Lender’s Specified Discount Prepayment Response given pursuant to subsection (B) above; provided that, if the aggregate principal amount of Loans accepted for prepayment by all Discount Prepayment Accepting Lenders exceeds the Specified Discount Prepayment Amount, such prepayment shall deliver promptly be made pro rata among the Discount Prepayment Accepting Lenders in accordance with the respective principal amounts accepted to be prepaid by each such Discount Prepayment Accepting Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its reasonable discretion) will calculate such proration (the “Specified Discount Proration”). The Auction Agent shall promptly, and in any case within three (3) Business Days following the Specified Discount Prepayment Response Date, notify (1) the relevant Company Party of the respective Lenders’ responses to such offer, the Discounted Prepayment Effective Date and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (2) each Lender of the Discounted Prepayment Effective Date, and the aggregate principal amount and the tranches of Loans to be prepaid at the Specified Discount on such date and (3) each Discount Prepayment Accepting Lender of the Specified Discount Proration, if any, and confirmation of the principal amount, tranche and Type of Loans of such Lender to be prepaid at the Specified Discount on such date. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the Administrative Agent a confirmatory written Company Party and such Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice of to the Company Party shall be due and payable by such proposed prepayment; andCompany Party on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (x) below). (dA) so long as no Event Subject to the proviso to subsection (i) above, any Company Party may from time to time solicit Discount Range Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of Default is continuing, prepayments may a Discount Range Prepayment Notice; provided that (1) any such solicitation shall be allocatedextended, at the option sole discretion of the Companysuch Company Party, to (ix) all outstanding Conventional Revolving each Lender and/or (y) each Lender with respect to any Class of Loans for payment ratably to the holders thereof and on an individual tranche basis, (ii2) any such notice shall specify the maximum aggregate principal amount of the relevant Loans (the “Discount Range Prepayment Amount”), the tranche or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify tranches of Loans subject to such offer and the affected Lenders maximum and minimum percentage discounts to par (the “Discount Range”) of the principal amount of such Loans with respect to each relevant tranche of Loans willing to be prepaid by such Company Party (it being understood that different Discount Ranges and/or Discount Range Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section), (3) the Discount Range Prepayment Amount shall be in an aggregate amount not less than $10,000,000 and whole increments of $1,000,000 (or such lesser amounts as may be agreed to by the prepayment dateAdministrative Agent) in excess thereof and (4) each such solicitation by the Borrower shall remain outstanding through the Discount Range Prepayment Response Date. Notice The Auction Agent will promptly provide each Appropriate Lender with a copy of such prepayment Discount Range Prepayment Notice and a form of the Discount Range Prepayment Offer to be submitted by a responding Lender to the Auction Agent (or its delegate) by no later than 5:00 p.m., on the third (3rd) Business Day after the date of delivery of such notice to such Lenders (the “Discount Range Prepayment Response Date”). Each Lender’s Discount Range Prepayment Offer shall be irrevocable and having been given shall specify a discount to par within the Discount Range (the “Submitted Discount”) at which such Lender is willing to allow prepayment of any or all of its then outstanding Loans of the applicable tranche or tranches and the maximum aggregate principal amount and tranches of such Lender’s Loans (the “Submitted Amount”) such Lender is willing to have prepaid at the Submitted Discount. Any Lender whose Discount Range Prepayment Offer is not received by the Auction Agent by the Discount Range Prepayment Response Date shall be deemed to have declined to accept a Discounted Loan Prepayment of any of its Loans at any discount to their par value within the Discount Range. (B) The Auction Agent shall review all Discount Range Prepayment Offers received on or before the applicable Discount Range Prepayment Response Date and shall determine (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) the Applicable Discount and Loans to be prepaid at such Applicable Discount in accordance with this subsection (iii). The relevant Company Party agrees to accept on the Discount Range Prepayment Response Date all Discount Range Prepayment Offers received by Auction Agent by the Discount Range Prepayment Response Date, in the order from the Submitted Discount that is the largest discount to par to the Submitted Discount that is the smallest discount to par, up to and including the Submitted Discount that is the smallest discount to par within the Discount Range (such Submitted Discount that is the smallest discount to par within the Discount Range being referred to as aforesaidthe “Applicable Discount”) which yields a Discounted Loan Prepayment in an aggregate principal amount equal to the lower of (1) the Discount Range Prepayment Amount and (2) the sum of all Submitted Amounts. Each Lender that has submitted a Discount Range Prepayment Offer to accept prepayment at a discount to par that is larger than or equal to the Applicable Discount shall be deemed to have irrevocably consented to prepayment of Loans equal to its Submitted Amount (subject to any required proration pursuant to the following subsection (C)) at the Applicable Discount (each such Lender, a “Participating Lender”). (C) If there is at least one Participating Lender, the relevant Company Party will prepay the respective outstanding Loans of each Participating Lender in the aggregate principal amount and of the tranches specified in such Lender’s Discount Range Prepayment Offer at the Applicable Discount; provided that if the Submitted Amount by all Participating Lenders offered at a discount to par greater than the Applicable Discount exceeds the Discount Range Prepayment Amount, prepayment of the principal amount of the relevant Loans for those Participating Lenders whose Submitted Discount is a discount to par greater than or equal to the Applicable Discount (the “Identified Participating Lenders”) shall be made pro rata among the Identified Participating Lenders in accordance with the Submitted Amount of each such Identified Participating Lender and the Auction Agent (in consultation with such Company Party and subject to rounding requirements of the Auction Agent made in its sole reasonable discretion) will calculate such proration (the “Discount Range Proration”). The Auction Agent shall promptly, and in any case within five (5) Business Days following the Discount Range Prepayment Response Date, notify (1) the relevant Company Party of the respective Lenders’ responses to such solicitation, the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount of the Discounted Loan Prepayment and the tranches to be prepaid, (2) each Lender of the Discounted Prepayment Effective Date, the Applicable Discount, and the aggregate principal amount and tranches of Loans to be prepaid at the Applicable Discount on such date, (3) each Participating Lender of the aggregate principal amount and tranches of such Lender to be prepaid at the Applicable Discount on such date, and (4) if applicable, each Identified Participating Lender of the Discount Range Proration. Each determination by the Auction Agent of the amounts stated in the foregoing notices to the relevant Company Party and Lenders shall be conclusive and binding for all purposes absent manifest error. The payment amount specified in such notice, together with accrued and unpaid interest thereon notice to the date of prepayment, Company Party shall become be due and payable by such Company Party on the Discounted Prepayment Effective Date in accordance with subsection (vi) below (subject to subsection (x) below). (A) Subject to the proviso to subsection (i) above, any Company Party may from time to time solicit Solicited Discounted Prepayment Offers by providing the Auction Agent with five (5) Business Days’ notice in the form of a Solicited Discounted Prepayment Notice; provided that (1) any such prepayment datesolicitation shall be extended, at the sole discretion of such Company Party, to (x) each Lender and/or (y) each Lender with respect to any Class of Loans on an individual tranche basis, (2) any such notice shall specify the maximum aggregate amount of the Loans (the “Solicited Discounted Prepayment Amount”) and the provisions tranche or tranches of Section 2.02(eLoans the Borrower is willing to prepay at a discount (it being understood that different Solicited Discounted Prepayment Amounts may be offered with respect to different tranches of Loans and, in such event, each such offer will be treated as separate offer pursuant to the terms of this Section), (3) the Solicited Discounted Prepayment Amount shall be applicable. The Company shall have no optional right to prepay the principal in an aggregate amount of any Loan (other not less than a Discretionary Revolving Loan) other than as provided in this Section 3.01.$10,000,000 and wh

Optional Prepayments. Loans Subject to the last sentence of this Section 3.2, the Company may be prepaid in whole or at any time and from time to time prepay all or any portion (in part at the option integral multiples of $500,000) of the Company on any Business Dayprincipal amount of the Notes, without premium or penalty, notwithstanding provided that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) such prepayment shall be payable with respect allocated to each such prepayment all of any Eurodollar Loan; the Notes outstanding at the time in proportion to the respective outstanding principal amounts thereof, (b) all partial prepayments accrued and unpaid interest on the principal amount being prepaid is paid at the same time as such prepayment, (c) any such prepayment shall be made to the Holders of the Notes pro rata, in an aggregate accordance with the outstanding principal amount amounts of at least $2,000,000 and an integral multiple of $100,000; such Holder’s Notes, (cd) the Company shall give the Administrative Agent Holders irrevocable written notice of such prepayment not less than one full Business Day’s 5 nor more than 30 days prior oral or written notice to the prepayment date, specifying (i) such prepayment date, (ii) the principal amount of each prepayment of any Eurodollar Loans, or any portion thereofthe Notes to be prepaid on such date, and notice (iii) the accrued interest applicable to the Administrative Agent not later than 10:00 a.m. prepayment and (New York, New York timeiv) on the same day of the that such prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed is to be made pursuant to this Section 3.013.2, specifying and (e) the aggregate principal amount of the Notes payable in the event of an optional prepayment pursuant to this Section 3.2 shall be an amount equal to the Prepayment Price. All Notes which have been prepaid may not be reborrowed. All optional prepayments under this Section 3.2 shall be applied first to all costs, expenses, indemnities and other amounts payable hereunder and under the prepayment date; provided that with respect applicable Notes, then to each oral notice payment of a prepaymentdefault interest, if any, then to payment of premium, if any, then to payment of accrued interest and thereafter to payment of principal. Notwithstanding the foregoing, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) not prepay all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) or any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders portion of the principal amount of the Notes at any time prior to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaidMay 30, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.012009.

Optional Prepayments. Loans may be prepaid (a) Either Borrower may, upon at least two Business Days prior written notice to Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or from time in part, together with accrued interest to time in part at the option date of such prepayment on the Company on any Business Day, principal amount prepaid without premium or penaltypenalty other than any Consequential Loss; provided, notwithstanding however, that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such in the case of a prepayment of any Eurodollar a -------- ------- Base Advance, the notice of prepayment may be given by telephone by 12:00 noon on the date of prepayment. Each partial prepayment shall, in the case of Base Advances under the Loan; (b) all partial prepayments shall , be in an aggregate principal amount of at least not less than $2,000,000 and an 100,000 or a larger integral multiple of $100,000; (c) 50,000 in excess thereof and, in the Company case of LIBOR Advances under the Loan, be in an aggregate principal amount of not less than $500,000 or a larger integral multiple of $100,000 in excess thereof. If any notice of prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall give be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of prepayment prior to such date specified, the Borrower shall reimburse the Administrative Agent not less than one full Business Day’s prior oral or written notice for the account of all Lenders for all Consequential Losses suffered by each Lender as a result of the Borrower's failure to prepay. A certificate of each prepayment of any Eurodollar LoansLender claiming compensation under this Section 2.04(a), or any portion thereof, and notice to setting forth in reasonable detail the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day calculation of the prepayment of Federal Funds Rate Loans additional amount or Alternate Base Rate Loans, or any portion thereof, proposed amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) The application of prepayments made under this Section 2.04 as between the Domestic Revolver Loan and the Foreign Revolver Loan shall be determined in accordance with the provisions of Section 2.13(f) hereof. All prepayments made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment 2.04 shall be irrevocable and having been given as aforesaidfirst applied to Base Advances then to LIBOR Advances, all without premium or penalty, except the principal amount specified in such notice, applicable Borrower must pay together with accrued and unpaid interest thereon to the date of prepaymentany such prepayments, shall become due and payable on any Consequential Losses identified at such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01time.

Optional Prepayments. Loans may be prepaid in whole (i) At its option, the Borrower may, upon notice from the Borrower to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time time, voluntarily prepay Swing Line Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty; provided, notwithstanding that (A) such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred notice must be received by any the Swing Line Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) am on the same day Business Day prior to the date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of Federal Funds Rate $100,000 or an integral multiple of $25,000 in excess thereof. Each such notice shall specify the date and specify a minimum 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. (ii) At any time there are no Swing Line Loans outstanding, at its option, the Borrower may, without premium or Alternate penalty but subject to Section 2.13 in the case of LIBOR Loans, upon notice from the Borrower to the Administrative Agent no later than 10:00 a.m., in the case of Base Rate Loans, one Business Day prior to the date of the prepayment and, in the case of LIBOR Loans, three Business Days prior to the date of the prepayment, at any time or from time to time, voluntarily prepay the Revolving Loans in any portion Revolving Loan Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment dateor in whole; provided that with respect if such prepayment is on any day other than on the last day of the Interest Period applicable to each oral notice of a prepaymentsuch LIBOR Loans, the Company Borrower shall deliver promptly be subject to the payments required by Section 2.13. 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) At its option, the Borrower may, without premium or penalty but subject to Section 2.13 in the case of LIBOR Portions, upon notice from the Borrower to the Administrative Agent a confirmatory written notice no later than 10:00 a.m., in the case of such proposed Base Rate Portions, one Business Day prior to the date of the prepayment and, in the case of LIBOR Portions, three Business Days prior to the date of the prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at any time or from time to time, voluntarily prepay any Portion of a Term Loan Borrowing and all accrued but unpaid interest thereon in part, in a minimum principal amount of $1,000,000 or an integral multiple of $500,000 in excess thereof, or in whole; provided that if such prepayment is on any day other than on the option last day of the CompanyInterest Period applicable to such LIBOR Portion, to (i) all outstanding Conventional Revolving Loans for payment ratably the Borrower shall be subject to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loanspayments required by Section 2.13. The Administrative Agent If such notice is given by the Borrower, the Borrower shall promptly notify the affected Lenders of the principal amount to be prepaid make such prepayment and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such the date specified therein. Any optional prepayment date, and of the provisions of Section 2.02(e) Term Loans shall be applicableapplied as directed by the Borrower (or, in the absence of direction from the Borrower, on a pro rata basis among the remaining scheduled Term Loan amortization payments). The Company shall have no 63 (iv) Any optional right to prepay the principal amount prepayments of any Loan (other than a Discretionary Revolving Loan) other than Incremental Term Loans shall be as provided in this Section 3.01the Incremental Term Loan Amendment for such Incremental Term Loans.

Optional Prepayments. Loans may be prepaid in whole (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part without premium or penalty (except as set forth in Section 2.05(a)(iii)); provided that (1) such notice must be received by the Administrative Agent not later 85 (ii) The Borrower may, upon delivery of a notice to the Swingline Lender (with a copy to the Administrative Agent), at the option of the Company on any Business Daytime or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (a1) losses, if any, incurred such notice must be received by any the Swingline Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) 1:00 p.m. Local Time on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii2) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaidin a minimum principal amount of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, unless rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become 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) if such prepayment datewould have resulted from a refinancing of all of the Facilities, and which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the provisions event that, on or prior to the date that is six (6) months after the Closing Date, the Borrower (A) makes any prepayment of Section 2.02(eTerm B Loans in connection with any Repricing Event or (B) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be applicable. The Company shall have no optional right paid to prepay the principal Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (x) in the case of clause (A), a prepayment premium of 1.00% of the amount of any Loan the Term B Loans being prepaid and (other than a Discretionary Revolving Loany) other than as provided in this Section 3.01the case of clause (B), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. Loans may be prepaid in whole (i) The Borrowers may, upon notice to the Administrative Agent by the Parent Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New YorkA) 11:00 a.m., New York City time, three (3) on the same day Business Days prior to any date of the prepayment of Federal Funds Rate Term SOFR Loans, (B) 11:00 a.m., New York City time, four (4) Business Days prior to any date of prepayment of Alternative Revolver Currency Loans or Alternate and (C) 1:00 p.m., New York City time, one (1) Business Day prior to the date of prepayment of Base Rate Loans, (2) any prepayment of Term SOFR Loans or Alternative Revolver Currency Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any portion thereofprepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, proposed in each case, 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 made prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s 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. Any prepayment of a Term SOFR Loan or an Alternative Revolver Currency Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 3.01, specifying 2.05(a) shall be applied to the aggregate principal amount to be prepaid installments thereof as directed by the Borrowers (it being understood and agreed that if the prepayment date; provided that with respect to each oral notice Borrowers do not so direct at the time of a such prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable applied against the scheduled repayments, if applicable, of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and having been given as aforesaidshall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained in this Agreement, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date Borrowers may rescind any notice of prepayment, shall become due and payable on prepayment under this Section 2.05(a) if such prepayment datewould have resulted from a refinancing of all of the Facilities or consummation of another transaction, and the provisions of Section 2.02(e) which refinancing or other transaction shall not be applicable. The Company consummated or shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01otherwise be delayed.

Optional Prepayments. Loans may be prepaid in whole Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty except as set forth in Section 2.10(b) below; provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York City time) on the same day (A) three (3) Business Days prior to any date of the prepayment of Federal Funds LIBOR Rate Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of LIBOR Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount of LIBOR Rate Loans or Alternate Base Rate Loans, or any portion thereofas the case may be, proposed to then outstanding. Each such notice shall specify the date (which shall be made pursuant to this Section 3.01, specifying the aggregate principal a Business Day) and amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s ratable portion of such prepayment. If such notice is given by Borrower then Borrower shall make such prepayment and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such the date specified therein. Any optional prepayment dateof the Term Loans shall be accompanied by all accrued interest thereon, and the provisions any Prepayment Premium as set forth in Section 2.10(b) (if applicable) and with respect to any optional prepayment of a LIBOR Rate Loan shall be accompanied by any additional amounts required pursuant to Section 2.02(e2.12(b)(ii). Any prepayment of principal under this Section 2.4(c) shall be applicable. The Company shall have applied to the remaining amortization payments as directed by Borrower in the applicable prepayment notice (or, if no optional right direction is provided, to prepay the principal amount remaining amortization payments in direct order of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01maturity.

Optional Prepayments. Loans may be prepaid in whole or (a) The Borrowers shall have the right at any time and from time to time to prepay the outstanding Term Loan in part whole or in part, upon at least two (2) Business Days’ prior written, telex or facsimile notice to the option of Administrative Agent, prior to 1:00 p.m., New York time, subject in each case to the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided thatfollowing limitations: (ai) losses, if any, incurred by any Lender under Section 2.02(e) All prepayments shall be payable with respect paid to each such prepayment the Administrative Agent for application to the Loans, pro rata, based upon Pro Rata Shares of any Eurodollar Loanthe Lenders; (bii) all partial prepayments Each optional prepayment of the Term Loan shall be in an aggregate principal amount of at least equal to $2,000,000 and 1,000,000 or in an integral multiple of $100,000100,000 in excess thereof; (ciii) the Company If such prepayment shall give the Administrative Agent not less than one full Business Day’s occur on or prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day second anniversary of the Funding Date, such prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to shall be made accompanied by the additional premium required pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment2.7(a); and (div) so long as no Event Each notice of Default is continuing, prepayments may be allocated, at prepayment shall specify the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof prepayment date and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount of the Term Loan to be prepaid and the prepayment dateprepaid. Notice Each notice of such prepayment shall be irrevocable and having been given as aforesaid, shall commit the principal Borrowers to prepay the Term Loan by the amount specified in such notice, together with accrued and unpaid interest thereon to on the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicablestated therein. The Company shall have no optional right to prepay Administrative Agent shall, promptly after receiving notice from the Borrowers hereunder, notify each Lender of the principal amount of the Loan held by such Lender which is to be prepaid, the prepayment date and the manner of application of the prepayment. (b) The Borrowers shall reimburse each Lender on demand for any actual loss incurred or to be incurred by such Lender (i) resulting from any prepayment (for any reason whatsoever, including, without limitation acceleration by virtue of, and after, the occurrence of an Event of Default) of its Loan (required or permitted under this Agreement, if such Loan is prepaid other than on the last day of the Interest Period. Such loss shall be the amount (herein, collectively, “Breakage Costs”) as reasonably determined by such Lender as the excess, if any, of (A) the amount of interest which would have accrued to such Lender on the amount so paid at a Discretionary Revolving Loan) rate of interest equal to the LIBOR Base Rate for such Loan plus the Applicable Margin, for the period from the date of such payment to the last day other than on the last day of the then current Interest Period, over (B) the amount of interest which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the London interbank market. Any Lender demanding reimbursement for such loss shall deliver to the Borrower from time to time one or more certificates setting forth the amount of such loss as provided determined by such Lender and setting forth in this Section 3.01reasonable detail the manner in which such amount was determined.

Optional Prepayments. Loans may be prepaid in whole (a) The Borrower may, upon notice to the Administrative Agent 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 at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty subject to Section 3.05; provided that: that (aA) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York time1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or ; (B) any portion thereof, proposed to prepayment of Eurodollar Rate Loans shall be made pursuant to this Section 3.01, specifying the aggregate in a principal amount of $500,000 or a whole multiple of $250,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $250,000 or a whole multiple of $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 Type(s) of Loans to be prepaid and the prepayment date; provided that with respect and, if Eurodollar Rate Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment date. of principal shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. (b) The Borrower may, upon notice to the Swingline Lender pursuant to delivery to the Swingline Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swingline Loans in whole or in part without premium or penalty; provided that (A) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. on the date of the prepayment, and (B) any such prepayment shall be irrevocable and having been given as aforesaidin 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, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such the date specified therein. Any prepayment date, and the provisions of Section 2.02(e) principal shall be applicable. The Company shall have no optional right accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.013.05.

Optional Prepayments. Loans may be prepaid in whole (i) Revolving Credit Loans; and Term B Loans. Subject to Section 2.05(c) (solely with respect to the Initial Term B Loans) and the penultimate sentence of this Section 2.05(a)(i), the Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Class of Term B Loans or Revolving Credit Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (aA) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York time1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or ; (B) any portion thereof, proposed to prepayment of Eurodollar Rate Loans shall be made pursuant to this Section 3.01, specifying the aggregate in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case of the foregoing subclauses (B) and (C), 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 the prepayment date; provided that with respect and, if Eurodollar Rate Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that a notice of prepayment delivered by Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction (provided further that, regardless of the conditionality of such prepayment, the Borrower shall pay any amounts required pursuant to Section 3.05 as a result of its failure to prepay such Loans on the specified date). Notice Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each prepayment of the outstanding Term B Loans of any Class pursuant to this Section 2.05(a) shall be applied to the remaining principal repayment installments of such Class as directed by the Borrower, and, subject to Section 2.16, each such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon paid to the date Appropriate Lenders in accordance with their respective Applicable Percentages in respect of prepayment, shall become due and payable on such prepayment date, and each of the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01relevant Facilities.

Optional Prepayments. Loans may be prepaid in whole (i) The Borrowers may, upon notice to the Administrative Agent by the Parent, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York1:00 p.m., New York timeCity time (A) two (2) Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) three Business Days (or four, 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 (C) on the same day date of prepayment of any Base Rate Loan (excluding Base Rate Loans that are Swing Line Loans), (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans (excluding Base Rate Loans that are Swing Line Loans) shall be in a principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s 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. Any prepayment of Federal Funds a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.012.05(a) shall be applied to the installments thereof as directed by the Borrowers and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) The Borrowers may, specifying upon notice to the aggregate principal amount Swing Line Lender (with a copy to be prepaid and the prepayment dateAdministrative 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 with respect to each oral (1) such notice of a prepayment, must be received by the Company shall deliver promptly to Swing Line Lender and the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at not later than 1:00 p.m. on the option date of the Companyprepayment, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii2) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaidin a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, 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 Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 2.05(a) if such prepayment datewould have resulted from a refinancing of all of the Revolving Credit Facility, and the provisions of Section 2.02(e) which refinancing shall not be applicable. The Company consummated or shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01otherwise be delayed.

Optional Prepayments. Loans The Borrower may be prepaid in whole or at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in part at the option of the Company on any Business Daywhole or in part, without premium or penalty, notwithstanding that such with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 p.m. (i) on the same Business Day as the prepayment of a Base Rate Loan and a Swingline Loan and (ii) at least three Business Days before the prepayment of a LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is not an Interest Payment Date; provided that: (a) lossesof LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if anya combination thereof, incurred by the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any Lender under Section 2.02(e) such notice is given, the amount specified in such notice shall be due and payable with respect to each on the date set forth in such prepayment of any Eurodollar Loan; (b) all partial notice. Partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral 1,000,000 or a whole multiple of $100,000; 500,000 in excess thereof with respect to Base Rate Loans (c) other than Swingline Loans), $3,000,000 or a whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans. A Notice of Prepayment received 50 after 12:00 p.m. shall be deemed received on the Company shall give the Administrative Agent not less than one full next Business Day’s prior oral or written notice . Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of each prepayment a Prepayment delivered in connection with any refinancing of any Eurodollar Loans, all or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment Revolving Credit Facility or Swingline Facility with the proceeds of Federal Funds Rate Loans such refinancing or Alternate Base Rate Loansof any Incurrence of Indebtedness or the receipt of Net Cash Proceeds of any Asset Disposition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing, Incurrence or any portion thereof, proposed to receipt and may be made pursuant to this Section 3.01, specifying revoked by the aggregate principal amount to be prepaid and Borrower in the prepayment date; event such refinancing is not consummated or such Net Cash Proceeds are not received (provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice failure of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at contingency shall not relieve the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders Borrower from its obligations in respect thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of under Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.015.9).

Optional Prepayments. Loans may be prepaid in whole (a) Each Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans under either Facility in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (New York, New York timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or ; (ii) any portion thereof, proposed to prepayment of Eurodollar Rate Loans shall be made pursuant to this Section 3.01, specifying the aggregate 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 $2,500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by 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. Any prepayment dateof 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 shall be applied to the respective Facilities in the manner indicated by the applicable Borrower and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages. (b) The Parent 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 with respect to each oral (i) such notice of a prepayment, must be received by the Company shall deliver promptly to Swing Line Lender and the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at not later than 1:00 p.m. on the option date of the Companyprepayment, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable in a minimum principal amount of $100,000. Each such notice shall specify the date and having been amount of such prepayment. If such notice is given as aforesaidby the Parent, the principal Parent shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01date specified therein.

Optional Prepayments. The Borrower shall have the right to prepay Loans may be prepaid in whole or in part from time to time in part at the option time; provided, however, that (i) each partial prepayment of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: Loans (a) losses, if any, incurred by any Lender under Section 2.02(eother than Swingline Loans) shall be payable with respect to in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 (or the Alternative Currency Amount thereof, as applicable) in excess thereof and (ii) each such prepayment of any Eurodollar Loan; (b) all partial prepayments Swingline Loans shall be in an aggregate a minimum principal amount of at least $2,000,000 100,000 and an integral multiple multiples of $100,000; (c) the Company 100,000 in excess thereof. The Borrower shall give the Administrative Agent not less than one full Business Day’s prior oral or irrevocable written notice of each prepayment (or telephone notice promptly confirmed in writing which confirmation may be by fax) of any Eurodollar Loans, or any portion thereof, and notice such voluntary prepayment to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) not later than 10:00 a.m. 1:30 P.M. (New YorkCharlotte, New York North Carolina time) on the same day Business Day prior to the date of the requested prepayment in the case of Federal Funds Alternate Base Rate Loans, on the third Business Day prior to the date of the requested prepayment in the case of LIBOR Rate Loans denominated in Dollars and on the fourth Business Day prior to the date of the requested prepayment in the case of Alternative Currency Loans. Each such notice of prepayment shall specify (A) the date of repayment, (B) the amount of repayment, (C) whether the repayment is of Dollar Revolving-1 Loans, Multi-currency Revolving-1 Loans (including the applicable Permitted Currency), Swingline Loans, Tranche A-1 Term Loans, Tranche B-1 Term Loans, Tranche C Term Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each and (D) whether the repayment is of LIBOR Rate Loans or Alternate Base Rate Loans, or any portion a combination thereof, proposed and, if of a combination thereof, the amount allocable to each. Prepayments of the Tranche A-1 Term Loan, the Tranche B-1 Term Loan or the Tranche C Term Loan under this Section 2.8(a) shall be applied ratably to the remaining principal installments thereof (provided, however, promptly upon notification thereof, one or more holders of the Tranche B-1 Term Loan and/or the Tranche C Term Loan, as applicable, may decline to accept such prepayment to the extent there are sufficient amounts under the Tranche A-1 Term Loan outstanding to be made pursuant paid with such prepayment, in which case, such declined prepayments shall be allocated pro rata among the Tranche A-1 Term Loan, the Tranche B-1 Term Loan and/or the Tranche C Term Loan, as applicable, held by Lenders accepting such pre-payments). Subject to the foregoing terms, amounts prepaid under this Section 3.01, specifying the aggregate principal amount 2.8(a) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(a) shall be prepaid and the prepayment date; provided without premium or penalty except that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for any voluntary prepayments of the Tranche B-1 Term Loan made during the period commencing on the Fourth Amendment Effective Date and ending on May 29, 2004 will require payment ratably to of a premium of 0.50% of the holders thereof principal amount being prepaid on such date and (ii) any or all outstanding Discretionary Revolving Loansprepayments shall be subject to Section 2.18. The Administrative Agent shall promptly notify the affected Lenders of Interest on the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to payable on the date of such prepayment, shall become due and payable . Amounts prepaid on such prepayment date, the Swingline Loans and the provisions Revolving-1 Loans may be reborrowed in accordance with the terms hereof. Amounts prepaid on the Tranche A-1 Term Loan, the Tranche B-1 Term Loan and the Tranche C Term Loan may not be reborrowed. In addition to any other voting requirement set forth in this Agreement, any amendment to this Agreement that amends, modifies or waives the allocation of Section 2.02(epayments (whether optional or mandatory) shall be applicable. The Company shall have no or the realization of proceeds of Collateral among the Loans (or between any two or more of such Loans), or the order of application of payments (whether optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loanor mandatory) other than as provided specified in this Section 3.012.8, shall require the consent of, if affected thereby, Lenders holding greater than 50% of the outstanding Tranche C Term Loans.

Optional Prepayments. Loans The Borrower may elect to prepay any of the Advances, after giving notice thereof to the Administrative Agent and the Lenders by 12:00 p.m. (Houston, Texas) for Advances denominated in Dollars and by 12:00 p.m. in the Applicable Time for Advances denominated in Foreign Currencies and (i) at least three Business Days’ prior to the day of prepayment of any Eurocurrency Rate Advances and (ii) the day prior to the prepayment of any Prime Rate Advance. Such notice shall be prepaid by telephone or telecopier, and if by telephone, confirmed promptly in writing, and must state the proposed date and aggregate principal amount of such prepayment, whether such prepayment should be applied to reduce outstanding Revolving Advances, and if applicable, the relevant Interest Period for the Advances to be prepaid. If any such notice is given, the Borrower shall prepay Advances comprising part of the same Borrowing in whole or from time to time ratably in part at in an aggregate principal amount equal to the option amount specified in such notice, and shall also pay accrued interest to the date of such prepayment on the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) lossesprincipal amount prepaid and amounts, if any, incurred by any Lender under required to be paid pursuant to Section 2.02(e) shall be payable with respect to each 2.8 as a result of such prepayment being made on such date; provided, however, that (i) each partial prepayment of any Eurodollar Loan; (b) all partial prepayments Eurocurrency Rate Advances shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice $3,000,000 and in integral multiples of $1,000,000 in excess thereof, (ii) each partial prepayment of any Eurodollar Loans, or any portion Prime Rate Advances shall be in an aggregate principal amount of not less than $500,000 and in integral multiples of $100,000 in excess thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York timeiii) on the same day of the any prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to an Advance shall be made in the Designated Currency in which such Advance was funded. Each prepayment pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d2.7(b) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, accompanied by accrued interest on the principal amount specified in such notice, together with accrued and unpaid interest thereon prepaid to the date of prepaymentsuch prepayment and amounts, shall become due and payable if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01.

Optional Prepayments. Loans may be prepaid in whole (a) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Loans under either Facility in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. 12:00 p.m. (New York, New York timeA) three Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or ; (ii) any portion thereof, proposed to prepayment of Eurodollar Rate Loans shall be made pursuant to this Section 3.01, specifying the aggregate 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 $2,500,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans under each Facility to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent will promptly notify each applicable Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by 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 dateof 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 shall be applied to the respective Facilities in the manner indicated by the Borrower and to the Loans of the Lenders under each applicable Facility in accordance with their respective Applicable Percentages. (b) 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 with respect to each oral (i) such notice of a prepayment, must be received by the Company shall deliver promptly to Swing Line Lender and the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at not later than 1:00 p.m. on the option date of the Companyprepayment, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable in a minimum principal amount of $100,000. Each such notice shall specify the date and having been amount of such prepayment. If such notice is given as aforesaidby the Borrower, the principal Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01date specified therein.

Optional Prepayments. Loans may be prepaid (i) The Borrower may, upon written notice to the Administrative Agent, at any time and from time to time, voluntarily prepay any Borrowing of any Class (other than Swingline Loans, the prepayment of which is governed by clause (a)(ii) below) in whole or from time to time in part at the option of the Company on any Business Day, without premium or penaltypenalty (except as set forth in Section 3.5)), notwithstanding provided that (A) such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. 1:00 p.m. (New York1) three Business Days prior to any date of prepayment of a LIBOR Borrowing and (2) one Business Day prior to the date of prepayment of an ABR Borrowing and (B) each prepayment shall be in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or, New York timein each case, 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. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loansdate specified therein, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral a notice of a prepaymentprepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Company shall deliver promptly Borrower (by written notice to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably on or prior to the holders thereof and specified effective date) if such condition is not satisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. (ii) The Borrower may, upon written notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or all outstanding Discretionary Revolving Loans. The 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 shall promptly notify not later than 1:00 p.m. on the affected Lenders date of the principal amount to be prepaid prepayment and the prepayment date. Notice of (B) any such prepayment shall be irrevocable in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or the entire principal amount thereof then outstanding. Each such notice shall specify the date and having been amount of such prepayment. If such notice is given as aforesaidby the Borrower, the principal Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01date specified therein.

Optional Prepayments. Loans may be prepaid in whole or The Borrower shall have the right at any time and from time to time to prepay any Borrowing, in part at the option of the Company on any Business Daywhole or in part, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable penalty with respect to any Borrowing of Revolving Loans or the Initial Term Loan, and in each such case by giving written notice (or telephonic notice promptly confirmed in writing) to the Administrative Agent no later than (i) in the case of any prepayment of any Eurodollar Loan; Term SOFR Borrowing, 1:00 p.m. not less than three (b3) all partial prepayments shall be Business Days prior to the date of such prepayment, (ii) in an aggregate principal amount the case of at least $2,000,000 and an integral multiple any prepayment of $100,000; (c) the Company shall give the Administrative Agent any Base Rate or Daily Simple SOFR Borrowing, 1:00 p.m. not less than one full (1) Business Day’s Day prior oral or written notice to the date of each such prepayment, and (iii) in the case of any prepayment of any Eurodollar LoansSwingline Borrowing, or any portion thereofprior to 1:00 p.m. on the date of such prepayment (or, and notice to in each case, such later time as the Administrative Agent not later than 10:00 a.m. may agree in its reasonable discretion). Each such notice shall be irrevocable (New York, New York timeprovided that (x) any such notice in connection with the repayment of all Loans may be conditioned on the same day occurrence of another financing or transaction, in which case such notice may be revoked if such financing or transaction does not occur on a timely basis and (y) the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed Borrower shall pay all amounts required to be made paid pursuant to this Section 3.01, specifying 2.19 as a result of such revocation) and shall specify the aggregate proposed date of such prepayment and the principal amount of each Borrowing or portion thereof to be prepaid and the prepayment date; provided that with respect to each oral notice prepaid. Upon receipt of a prepaymentany such notice, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the each affected Lenders Lender of the principal amount to be prepaid contents thereof and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid▇▇▇▇▇▇’s Pro Rata Share of any such prepayment. If such notice is given, the principal aggregate amount specified in such noticenotice shall be due and payable on the date designated in such notice (unless revoked as provided above), together with accrued and unpaid interest thereon to such date on the amount so prepaid in accordance with Section 2.13(d); provided that if a Term SOFR Borrowing is prepaid on a date other than the last day of prepaymentan Interest Period applicable thereto, the Borrower shall become due and payable on such also pay all amounts required pursuant to Section 2.19. Each partial prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than shall be in an amount that would be permitted in the case of an advance of a Discretionary Revolving Borrowing of the same Type pursuant to Section 2.3 or, in the case of a Swingline Loan) other than , pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the subject Loans as provided in this Section 3.01directed by the Borrower.

Optional Prepayments. Loans (a) The Borrower may be prepaid in whole or at any time and from time to time prepay the Loans, in part at whole or in part, upon irrevocable notice (provided, that any notice for the option prepayment in full of the Company on any Business Day, without premium Facilities given in connection with a proposed Refinancing of the Facilities or penalty, notwithstanding that a proposed Disposition of a Group Member or involving the sale of all or substantially all of the Collateral may be revocable and conditioned upon the closing of such Business Day is not an Interest Payment Date; provided that: (aRefinancing or Disposition) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice delivered to the Administrative Agent not no later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to 10:00 a.m., Central time on the holders thereof date of any prepayment of Swingline Loans, which notice in each case shall specify the date and amount of prepayment and (ii) 10:00 a.m., Central time, three (3) Business Days prior thereto, in the case of all other Loans, which notice in each case shall specify the date and amount of prepayment and whether the prepayment is of Eurodollar Loans or ABR Loans; provided that if a Eurodollar Loan is prepaid on any or all outstanding Discretionary Revolving Loansday other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.20. The Upon receipt of any such notice the Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment dateeach relevant Lender thereof. Notice of If any such prepayment shall be irrevocable and having been given as aforesaidnotice is given, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on the date specified therein, together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such prepayment date, and date on the provisions amount prepaid. Partial prepayments of Section 2.02(e) Loans shall be applicable. The Company shall have no optional right to prepay the principal in a minimum amount of any Loan $100,000 and a whole multiple of $50,000. (b) Prepayments pursuant to this Section 2.10 shall be made without premium or penalty (other than a Discretionary any amounts due pursuant to Section 2.20) and shall be applied to either the Term Loans or the Revolving Loan) other than Loans as provided directed by the Borrower. Notwithstanding anything in this Section 3.012.10 to the contrary, amounts received from any Loan Party that is not a Qualified ECP Guarantor shall not be applied to any Excluded Swap Obligation of such Loan Party.

Optional Prepayments. Loans may be prepaid (i) The Borrower may, upon written notice to the Administrative Agent, at any time and from time to time, voluntarily prepay any Borrowing of any Class (other than Swingline Loans) in whole or from time to time in part at the option of the Company on any Business Day, without premium or penaltypenalty (except as set forth in Section 3.5)), notwithstanding provided that (A) such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. 1:00 p.m. (New York1) three Government Securities Business Days prior to any date of prepayment of a SOFR Borrowing and (2) one Business Day prior to the date of prepayment of an ABR Borrowing and (B) each prepayment shall be in a principal amount of (x) with respect to Revolving Loans, New York timeminimum amounts of $100,000 and in multiples of $50,000 thereafter, and (y) with respect to Term Loans, minimum amounts of $500,000 and in multiples of $100,000 thereafter or, in each case, 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. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the same day date specified therein, provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied subject to the Borrower’s obligation to indemnify the Lenders pursuant to Section 3.5. Each prepayment of Federal Funds Rate Term Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying 2.7(a) shall be applied against the aggregate principal amount to scheduled repayments of the Term Loans under Section 2.6 on a ratable basis and in the inverse order of maturity and shall be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly paid to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at for the option account of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon written notice to the Swingline Lender (with a copy to the Administrative Agent), at any time or all outstanding Discretionary Revolving Loans. The 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 shall promptly notify not later than 1:00 p.m. on the affected Lenders date of the principal amount to be prepaid prepayment and the prepayment date. Notice of (B) any such prepayment shall be irrevocable in a principal amount of $100,000 or a whole multiple of $50,000 in excess thereof or the entire principal amount thereof then outstanding. Each such notice shall specify the date and having been amount of such prepayment. If such notice is given as aforesaidby the Borrower, the principal Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01date specified therein.

Optional Prepayments. Loans may be prepaid in whole The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay in whole or in part at the option of the Company on any Business Day, Committed Loans without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (a.m., New York, New York time, (A) on the same day three Business Days prior to any date of the prepayment of Federal Funds Rate Loans or Alternate Base Eurodollar Rate Loans, and (B) the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and (iii) any portion prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof, proposed . Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be made prepaid. Such prepayments shall be applied to either the Revolver Facility or the Committed Term Loans as the Borrower shall direct; provided that if no such direction is given, such prepayments shall be applied first to the Committed Term Loans and then to the Revolver Facility. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Prepayments under the Revolver Facility provided for in this Section 2.04(a) shall be applied as follows: (x) first, as a payment of all L/C Borrowings then outstanding, until paid in full, and (y) second, as the Borrower may direct (subject to clause (e) below). Prepayments of Committed Term Loans pursuant to this Section 3.01, specifying 2.04(a) shall not reduce the aggregate principal amount payments due pursuant to be prepaid and the prepayment date; provided that with respect to each oral notice of Sections 2.04(b) or 2.06(a). Unless a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Default or Event of Default has occurred and is continuingcontinuing or would arise as a result thereof, prepayments any payment or prepayment of Committed Revolver Loans may be allocatedreborrowed by the Borrower, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably subject to the holders thereof terms and (ii) any or all outstanding Discretionary Revolving Loansconditions hereof. The Administrative Agent shall promptly notify Prepayments under the affected Lenders of Term Loan Facility may not be reborrowed by the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Borrower.

Optional Prepayments. Loans (a) The Borrower may be prepaid in whole or at any time and from time to time prepay the Revolving Loans, the Swingline Loans or the Term Loans, in part at the option of the Company on any Business Daywhole or in part, without premium or penalty, notwithstanding upon irrevocable notice delivered to the Administrative Agent no later than 1:00 P.M. New York City time, two Business Days prior thereto, in the case of LIBO Rate Loans, and no later than 1:00 P.M., New York City time, one Business Day prior thereto, in the case of Base Rate Loans, which notice shall specify (i) the date and amount of prepayment, (ii) whether the prepayment is of Revolving Loans or Term Loans and (iii) whether the prepayment is of LIBO Rate Loans or Base Rate Loans; provided that if a LIBO Rate Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein (provided that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall notice may be payable with respect to each such prepayment conditioned on receiving the proceeds of any Eurodollar Loan; refinancing), together with (bexcept in the case of Revolving Loans that are Base Rate Loans and Swingline Loans) all partial accrued interest to such date on the amount prepaid. Partial prepayments of Term Loans and Revolving Loans shall be in an aggregate principal amount of at least (i) $2,000,000 and an integral 1,000,000 or a whole multiple of $100,000;100,000 in excess thereof (in the case of prepayments of Base Rate Loans) or (ii) $1,000,000 or a whole multiple of $500,000 in excess thereof (in the case of prepayments of LIBO Rate Loans), and in each case shall be subject to the provisions of Section 2.18. Partial prepayments of Swingline Loans shall be in an aggregate principal amount of $50,000 or a whole multiple of $50,000 in excess thereof. (ci) Notwithstanding anything to the Company shall give contrary in Section 2.11(a) above, the Administrative Agent not less than one full Business Day’s prior oral or Borrower may at any time and from time to time prepay Term Loans (each, a “Discounted Voluntary Prepayment”) during the period commencing on the Effective Date and ending on the Term Loan Maturity Date pursuant to the procedures described in this Section 2.11(b). In connection with any Discounted Voluntary Prepayment, the Borrower will provide written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent (each, a “Discounted Prepayment Option Notice”) that the Borrower desires to prepay Term Loans with proceeds in an aggregate amount specified by the Borrower (each, a “Proposed Discounted Prepayment Amount”), which amount shall be not later less than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying $10,000,000 in the aggregate principal amount to be prepaid and the prepayment datein each case at a discount as specified below; provided that (A) the Proposed Discounted Prepayment Amount together with the aggregate actual amount of all prior Discounted Voluntary Prepayments made after the Effective Date shall not exceed $750,000,000 and (B) no proceeds of Revolving Loans shall be used to finance any Discounted Voluntary Prepayment. The Discounted Prepayment Option Notice shall further specify with respect to each oral notice the proposed Discounted Voluntary Prepayment: (A) the Proposed Discounted Prepayment Amount, (B) a discount range selected by the Borrower with respect to such proposed Discounted Voluntary Prepayment equal to a percentage of a prepaymentpar of the principal amount of Term Loans (the “Discount Range”), (C) the source of proceeds to be used to make such Discounted Voluntary Prepayment and (D) the date by which Term Lenders are required to indicate their election to participate in such proposed Discounted Voluntary Prepayment which shall be at least two Business Days following the date of the Discounted Prepayment Option Notice (“Acceptance Date”). (ii) Upon receipt of any Discounted Prepayment Option Notice, the Company Administrative Agent shall deliver promptly notify each Term Lender thereof. On or prior to the Acceptance Date, each Term Lender may specify by written notice (each, a “Lender Participation Notice”) to the Administrative Agent a confirmatory written notice discount to par (the “Acceptable Discount”) within the Discount Range for a principal amount (subject to rounding requirements specified by the Administrative Agent) of Term Loans at which such Lender is willing to permit a Discounted Voluntary Prepayment (“Offered Loans”). Based on the Acceptable Discounts and principal amounts of Term Loans specified by the Term Lenders in the applicable Lender Participation Notices, the applicable discount (the “Applicable Discount”) for the Discounted Voluntary Prepayment will be either (A) the Acceptable Discount at which the Borrower can repay the Proposed Discounted Prepayment Amount in full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount) or (B) in the event that such Proposed Discounted Prepayment Amount cannot be repaid in full at any Acceptable Discount (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the highest Acceptable Discount), the Applicable Discount shall be the lowest Acceptable Discount specified by the Term Lenders that is within the Discount Range. The Applicable Discount shall be applicable for all Term Lenders who have offered to participate in the Voluntary Discounted Prepayment and have Qualifying Term Loans (as defined below). (iii) The Borrower shall make a Discounted Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) offered by the Term Lenders that specify an Acceptable Discount that is equal to or higher than the Applicable Discount (“Qualifying Term Loans”) at the Applicable Discount; provided that if the aggregate proceeds required to prepay Qualifying Term Loans (disregarding any interest payable at such time) would exceed the Proposed Discounted Prepayment Amount for such Discounted Voluntary Prepayment, the Borrower shall prepay such Qualifying Term Loans at the Applicable Discount ratably based on the respective principal amounts of such proposed prepayment; and Qualifying Term Loans (d) so long as no Event of Default is continuing, prepayments may subject to rounding requirements specified by the Administrative Agent). Each Discounted Voluntary Prepayment shall be allocated, at the option made within five Business Days of the CompanyAcceptance Date, to without premium or penalty, upon irrevocable notice (i) all outstanding Conventional Revolving Loans for payment ratably each a “Discounted Voluntary Prepayment Notice”), delivered to the holders thereof Administrative Agent no later than 1:00 P.M. New York City time, three Business Days prior to the date of such Discounted Voluntary Prepayment, which notice shall specify the date and (ii) amount of the Discounted Voluntary Prepayment and the Applicable Discount determined by the Administrative Agent; provided that if a LIBO Rate Loan is prepaid on any or all outstanding Discretionary Revolving Loansday other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to Section 2.21. The Upon receipt of any Discounted Voluntary Prepayment Notice the Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment dateeach relevant Lender thereof. If any Discounted Voluntary Prepayment Notice of such prepayment shall be irrevocable and having been given as aforesaidis given, the principal amount specified in such notice, notice shall be due and payable to the applicable Term Lenders on the date specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount prepaid. (iv) To the extent not expressly provided for herein, each Discounted Voluntary Prepayment shall be consummated pursuant to procedures (including as to timing, rounding, minimum amounts, Type and unpaid interest thereon Interest Periods and calculation of Applicable Discount in accordance with Section 2.11(b)(ii) above) established by the Administrative Agent and agreed to by the Borrower. (v) Prior to the date delivery of prepaymenta Discounted Voluntary Prepayment Notice, shall become due upon written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make a Discounted Voluntary Prepayment pursuant to any Discounted Prepayment Option Notice and payable on such prepayment date, and the provisions of Section 2.02(e(B) shall be applicable. The Company shall have no optional right any Term Lender may withdraw its offer to prepay the principal amount of participate in a Discounted Voluntary Prepayment pursuant to any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Lender Participation Notice.

Optional Prepayments. Loans may be prepaid in whole Subject to Section 4.4, each Borrower -------------------- may, at any time or from time to time time, upon notice from the Borrowers' Designee to the Agent, (i) ratably prepay Revolving Loans in part at the option of the Company on any Business Daywhole or in part, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount minimum Dollar Equivalent Amounts of at least $2,000,000 5,000,000 and an integral (ii) ratably prepay Swingline Loans in whole or in part, in minimum amounts of $500,000 or any multiple of $100,000; (c) 100,000 in excess thereof, or in other amounts with the Company consent of the Swingline Bank. The Borrowers' Designee shall give the Administrative Agent not less than one full Business Day’s prior oral or written deliver a notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice in accordance with Section 11.2 to be received by the Administrative Agent (i) not later than 10:00 9:00 a.m. (New YorkSan Francisco time) at least four Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, New York (ii) not later than 9:00 a.m. (San Francisco time) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) not later than 8:00 a.m. (San Francisco time) on the same day prepayment date if the Loans to be prepaid are Base Rate Loans. Such notice of prepayment shall specify the date and amount of such prepayment and whether such prepayment is of Federal Funds Base Rate Loans or Alternate Base Loans, Swingline Loans, Offshore Rate Loans, or any portion combination thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral Applicable Currency. Such notice of a prepayment, shall not thereafter be revocable by the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving LoansBorrowers' Designee. The Administrative Agent shall will promptly notify the affected Lenders Swingline Bank thereof (in the case of the principal amount to be prepaid any prepayment of Swingline Loans) and the prepayment date. Notice each Bank thereof and of such Bank's Pro Rata Share of such prepayment shall be irrevocable and having been (if any). If such notice is given as aforesaidby the Borrowers' Designee, the principal applicable Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment datethe date specified therein, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan together with (other than a Discretionary Revolving Loanin the case of Base Rate Loans) other than as provided in this accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 3.014.4.

Optional Prepayments. Loans may be prepaid in whole or The Borrower shall have the right at any time and from time to time in part at the option of the Company on any Business Daytime, without premium or penaltypenalty (except as provided in Section 5.4(b) below), notwithstanding that such to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 12:00 noon (A) at least one (1) Business Day before the prepayment (in the case of a prepayment of a Base Rate Loan) and (B) at least three (3) Business Days before the prepayment (in the case of a prepayment of a LIBOR Rate Loan), specifying the date and amount of repayment, whether the repayment is not an Interest Payment Date; provided that: (a) lossesof LIBOR Rate Loans or Base Rate Loans or a combination thereof, and if anya combination thereof, incurred by any Lender under Section 2.02(e) shall be payable with respect the amount allocable to each such and whether the repayment is of the Initial Term Loan, an Incremental Term Loan or a combination thereof, and if a combination thereof, the amount allocable to each. Each partial optional prepayment of any Eurodollar Loan; (b) all partial prepayments the Term Loans hereunder shall be in an aggregate principal amount of at least $2,000,000 and an integral 2,500,000 or any whole multiple of $100,000; (c1,000,000 in excess thereof and shall be applied to the outstanding principal installments of the Term Loans being prepaid as directed by the Borrower. Notwithstanding anything to the contrary, each such repayment shall be accompanied by any amount required to be paid pursuant to Section 6.9 and, if applicable, Section 5.4(b) hereof. A Notice of Prepayment received after 12:00 noon shall be deemed received on the Company shall give the Administrative Agent not less than one full next Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected applicable Term Loan Lenders of each Notice of Prepayment. Notwithstanding anything to the principal amount contrary, the Borrower may state that any Notice of Prepayment delivered under this Section 5.4(a) is conditioned upon the occurrence or non-occurrence of any event specified therein (including the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrower (by written notice to be prepaid and the Administrative Agent on or prior to the specified prepayment date. Notice of ) if such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01condition is not satisfied.

Optional Prepayments. Loans may be prepaid in whole Subject to Section 4.04, Holdings may, at any time or from time to time time, in part at the option case of the Company on any Business DayOffshore Rate Loans, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent upon not less than one full three (3) Business Day’s prior oral or Days’ irrevocable written notice to the Administrative Agent, and in the case of each prepayment of any Eurodollar Base Rate Loans, or any portion thereof, and upon irrevocable written notice to the Administrative Agent not later than 10:00 provided prior to 9:00 a.m. (New York, New York time) on the same day of such prepayment (provided that in the prepayment case of Federal Funds Rate Loans or Alternate Base Rate Loans, if such prepayment is received by the Administrative Agent on or prior to 11:00 a.m. (San Francisco time) on any portion day, such payment shall be applied against the outstanding Loans on the same day), ratably prepay Loans in whole or in part, in Minimum Amounts without penalty. Such notice of prepayment shall specify the date and amount of such prepayment, whether such prepayment of Loans is of Term A Loans, Term B Loans, Revolving Loans or Swingline Loans (or a combination thereof, proposed ) and the Type(s) of Loans to be made prepaid. The Administrative Agent will promptly notify the Term A Lenders, the Term B Lenders, the Revolving Lenders or the Swingline Lender, as applicable, of its receipt of any such notice and of such prepayment. If such notice is given by Holdings, Holdings shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with (other than in the case of Base Rate Loans) accrued interest to each such date on the amount prepaid and any amounts required pursuant to this Section 3.01, specifying 4.04. Optional prepayments of Term A Loans shall be applied to reduce the aggregate principal amount to be prepaid and the prepayment date; provided that Term A Loans with respect to each oral notice remaining installment of a prepayment, principal pro rata in accordance with the Company shall deliver promptly to the Administrative Agent a confirmatory written notice then remaining installments payable under Section 2.09(a). Optional prepayments of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Term B Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, applied to reduce the Term B Loans with respect to each remaining installment of principal amount specified pro rata in such notice, together accordance with accrued and unpaid interest thereon to the date of prepayment, shall become due and then remaining installments payable on such prepayment date, and the provisions of under Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.012.09(b).

Optional Prepayments. Loans may be prepaid in whole (i) Any Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part at the option of the Company on any Business Day, without premium or penaltypenalty (other than as set forth in the last sentence of this Section 2.05(a)(i)); provided, notwithstanding in each case, that (w) such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall notice must be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give a form acceptable to the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to be received by the Administrative Agent not later than 10:00 (A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 11:00 a.m. four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (New York, New York timeC) 11:00 a.m. on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans; (x) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (y) 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 (z) any prepayment of the Existing Term Loan, any Incremental Term Loan, the Term A-2 Loan or any portion thereofthe Term B-2 Loan shall be applied to the remaining principal amortization payments thereof as directed by such Borrower. Each such notice shall specify the date and amount of such prepayment, proposed the Loans to be made pursuant to this Section 3.01prepaid, specifying and the aggregate principal amount Type(s) of Loans to be prepaid and the prepayment date; provided that with respect and, if Eurocurrency Rate Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify each applicable Lender of its receipt of each such notice, and of the affected amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages. Each prepayment of the Term B-2 Loan made in connection with a Repricing Event on or before the date that is six (6) months after the First Refinancing Facility Amendment Effective Date shall be accompanied by a prepayment premium equal to 1.00% of the principal amount to be prepaid and the prepayment date. Notice of being repaid in connection with such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Repricing Event.

Optional Prepayments. Loans may be prepaid The Borrower may, upon notice to the Administrative Agent substantially in whole the form of Exhibit F hereto, at any time or from time to time voluntarily prepay Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must specify the Tranche or Tranches thereof to be prepaid and the respective principal amounts thereof and must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York timeA) on the same day three Business Days prior to any date of the prepayment of Federal Funds Eurocurrency Rate Loans or Alternate and (B) one Business Day prior to the date of prepayment of Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any prepayment of Loans shall be in a principal amount of (A) $10,000,000 or all outstanding Discretionary Revolving any whole multiple of $1,000,000 in excess thereof or (B) €10,000,000 or any whole multiple of €1,000,000 in excess thereof, as applicable, 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 Eurocurrency Rate Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent shall will promptly notify the affected Lenders each applicable Lender of its receipt of each such notice, and of the principal amount to be prepaid and the prepayment date. Notice of such Lender’s ratable portion of such prepayment shall be irrevocable and having been (based on such Lender’s Applicable Percentage of the relevant Tranche). If such notice is given as aforesaidby the Borrower, the principal Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such the date specified therein. Any prepayment dateof a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, and the provisions together with any additional amounts required pursuant to Section 3.05. Each prepayment of any Tranche of Term Loans pursuant to this Section 2.02(e2.05(a) shall be applicable. The Company shall have no optional right paid to prepay the principal amount Lenders in accordance with the Lenders’ respective Applicable Percentages of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01the relevant Tranches.

Optional Prepayments. Loans may be prepaid in whole (i) The Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty (except as set forth in Section 2.05(a)(iv)); provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New YorkA) 12:00 p.m., New York timethree (3) on the same day Business Days prior to any date of the prepayment of Federal Funds Eurocurrency Rate Loans or Alternate and (B) 1:00 p.m., one (1) Business Day prior to the date of prepayment of Base Rate Loans, (2) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any portion thereofprepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, proposed in each case, 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 made prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 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 a Eurocurrency Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 3.012.05(a) shall be applied to the installments thereof as directed by the Borrower and shall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (i) The Borrower may, specifying upon written notice to the aggregate principal amount Swing Line Lender (with a copy to be prepaid and the prepayment dateAdministrative 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 with respect to each oral (1) such notice of a prepayment, must be received by the Company shall deliver promptly to Swing Line Lender and the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at not later than 1:00 p.m. on the option date of the Companyprepayment, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii2) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaidin a minimum principal amount of $100,000 or a whole multiple of $100,000 in excess thereof or, 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, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on the date specified therein. (ii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may rescind any notice of prepayment or change the date of any such prepayment dateunder Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, and the provisions of Section 2.02(e) which refinancing shall not be applicable. The Company consummated or shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01otherwise be delayed.

Optional Prepayments. Loans may be prepaid in whole or The Borrower may, from time to time in part at the option of the Company on any Business Day, voluntarily prepay Advances in whole or in part, without premium penalty or penaltypremium; provided that the Borrower shall have delivered to the Collateral Agent and the Administrative Agent written notice of such prepayment (such notice, notwithstanding that such a “Notice of Prepayment”) in the form of Exhibit C hereto not later than 12:00 noon one (1) Business Day is prior to the date of such prepayment, and provided, further, that there shall not an be more than two (2) such prepayments during any calendar month which are made in whole or in part with any Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) Proceeds. Each such Notice of Prepayment shall be payable with respect to each irrevocable and effective upon receipt and shall be dated the date such notice is being given, signed by a Responsible Officer of the Borrower and otherwise appropriately completed. Each prepayment of any Eurodollar Loan; (bAdvance by the Borrower pursuant to this Section 2.05(a) all partial prepayments shall in each case be in an aggregate a principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) 500,000 or, if less, the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day entire outstanding principal amount of the Advances of the Borrower. If a Notice of Prepayment is given by the Borrower, the Borrower shall make such prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on the date specified therein. The Borrower (or the Collateral Manager on its behalf) shall have discretion to determine whether any such prepayment dateis paid from available Interest Proceeds and/or from available Principal Proceeds. If any such prepayment is to be paid, in whole or in part, from available Interest Proceeds, the aggregate amount of Interest Proceeds which are used to make such prepayment shall not exceed the Excess Interest Proceeds Amount and the provisions of Section 2.02(eBorrower (or the Collateral Manager on its behalf) shall be applicabledeliver to the Agents an Excess Interest Proceeds Estimate together with the related Notice of Prepayment. The Company shall have no optional right For the avoidance of any doubt, the Borrower may only provide a Notice of Prepayment to prepay Advances that are outstanding on the principal amount date such Notice of Prepayment is delivered and may not provide a Notice of Prepayment to prepay any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01future Advances.

Optional Prepayments. Loans The Borrower may be prepaid on the last day of any Interest Period with respect thereto, in the case of LIBOR Loans, or at any time and from time to time, in the case of Alternate Base Rate Loans, prepay the Loans, in whole or from time to time in part at the option of the Company on any Business Daypart, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of upon at least $2,000,000 three Business Days' irrevocable written notice, in the case of LIBOR Loans, and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than upon at least one full Business Day’s prior oral or 's irrevocable written notice notice, in the case of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed from the Borrower to be made pursuant to this Section 3.01the Administrative Agent, specifying the aggregate principal date and amount to be prepaid of prepayment and whether the prepayment dateis of LIBOR Loans, Alternate Base Rate Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each and whether the prepayment is of Non-Revolving Loans or Revolving Loans, or a combination thereof, and, if a combination thereof, the amount allocable to each; provided that with respect to each oral any prepayment of Non-Revolving Loans shall be applied pro rata between outstanding Term Loans and outstanding Incremental Loans, based on the aggregate principal amounts of Term Loans and Incremental Loans then outstanding, respectively. Upon receipt of any such notice of a prepaymentfrom the Borrower, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment dateeach Lender thereof. Notice of If any such prepayment shall be irrevocable and having been given as aforesaidnotice is given, the principal amount specified in such noticenotice shall be due and payable by the Borrower on the date specified therein, together with accrued interest to such date on the amount prepaid and unpaid interest thereon amounts payable pursuant to Section 2.16. Partial prepayments of Non-Revolving Loans shall be applied to the date installments of prepaymentprincipal thereof, shall become FIRST, in the forward order of their scheduled maturities with respect to the next two succeeding quarterly payments due and payable on such prepayment dateunder Section 2.2(d) or 2.3(d), and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right respectively and, THEREAFTER, pro rata with respect to prepay the all respective remaining principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01.installments

Optional Prepayments. Loans may be prepaid in whole The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay in whole or in part at the option of the Company on any Business Day, Committed Loans without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (a.m., New York, New York time, (A) on the same day three Business Days prior to any date of the prepayment of Federal Funds Rate Loans or Alternate Base Eurodollar Rate Loans, and (B) the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and (iii) any portion prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof, proposed . Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be made prepaid. Such prepayments shall be applied to either the Revolver Facility or the Committed Term Loans as the Borrower shall direct; provided that if no such direction is given, such prepayments shall be applied first to the Committed Term Loans and then to the Revolver Facility. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of the Lenders in accordance with their respective Pro Rata Shares. Prepayments under the Revolver Facility provided for in this Section 2.04(a) shall be applied as follows: (x) first, as a payment of all L/C Borrowings then outstanding, until paid in full, (y) second, as a repayment of all Swing Line Loans then outstanding, until paid in full, and (z) third, as the Borrower may direct. Prepayments of Committed Term Loans pursuant to this Section 3.01, specifying 2.04(a) shall not reduce the aggregate principal amount payments due pursuant to be prepaid and the prepayment date; provided that with respect to each oral notice of Sections 2.04(b) or 2.06(a). Unless a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Default or Event of Default has occurred and is continuingcontinuing or would arise as a result thereof, prepayments any payment or prepayment of Revolver Loans may be allocatedreborrowed by the Borrower, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably subject to the holders thereof terms and (ii) any or all outstanding Discretionary Revolving Loansconditions hereof. The Administrative Agent shall promptly notify Prepayments under the affected Lenders of Term Loan Facility may not be reborrowed by the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Borrower.

Optional Prepayments. Loans may be prepaid in whole Each Borrower may, upon notice by the Borrowers’ Agent to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datesubject to Section 2.03(c) and Section 2.07(c); provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York timeA) on the same day three (3) Business Days prior to any date of the prepayment of Federal Funds Eurodollar Rate Loans or Alternate and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; and (2) any prepayment of Loans shall be in a minimum principal amount of $5,000,000, or any portion thereofa whole multiple of $1,000,000 in excess thereof or, proposed if less, the entire principal amount thereof then outstanding; provided, further, that no voluntary prepayment of Roll-Up Loans may be made until (1) all NM Loans and other Obligations existing in respect thereof have been paid in full in cash and the NM Commitments have terminated and (2) the DIP ABL Facility (including all letters of credit issued thereunder) has been terminated and all loans and other obligations existing thereunder have been paid in full in cash (or with respect to letters of credit thereunder, cash collateralized pursuant to the terms of the DIP ABL Credit Agreement). Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans and the order of Borrowing(s) to be made pursuant to this Section 3.01prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, specifying and of the aggregate principal amount to be prepaid of such Lender’s pro rata share of such prepayment. The applicable Borrower shall make such prepayment and the prepayment datepayment amount specified in such notice shall be due and payable on the date specified therein; provided that with respect to each oral a notice of a prepayment, prepayment of the Company shall deliver promptly Loans delivered by the Borrowers’ Agent may state that such notice is conditional upon the effectiveness of another financing and such notice may (subject to Section 3.05) be revoked by the Borrowers’ Agent (by written notice to the Administrative Agent a confirmatory written notice reasonable time prior to the specified effective date) if such condition is not satisfied. Each prepayment of 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 Borrowers’ Agent may in its sole discretion, but subject to the limitations set forth above, select the Borrowing or Borrowings to be repaid, and such payment shall be paid to the Appropriate Lenders in accordance with their respective pro rata shares of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any Borrowing or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Borrowings.

Optional Prepayments. Loans may The Borrowers may, upon at least three Business Days' notice to the Administrative Agent, prepay pro rata among the Lenders the outstanding amount of any Advance (other than any Swing Line Advance or Revolving Advance made by the Issuing Bank (resulting from a drawing under a Letter of Credit) not participated to any other Lender, in which case, such prepayment shall not be prepaid made on a pro rata basis) in whole or from time to time in part at with accrued interest to the option date of such prepayment on the amount prepaid; PROVIDED, HOWEVER, that in the event that any Lender receives payment of the Company principal of any LIBO Rate Advance other than on any Business Day, without premium or penalty, notwithstanding that the last day of the Interest Period relating to such Business Day is not an Interest Payment Date; provided that: LIBO Rate Advance (a) losses, if any, incurred whether due to prepayments made by any Borrower, or due to acceleration of the Advances, or due to any other reason), the Borrowers shall pay to such Lender under on demand any amounts owing pursuant to Section 2.02(e) 10.3, PROVIDED, FURTHER, that to the extent any Borrower prepays any Incremental Term Loan, such amount shall not be available to be reborrowed and shall be payable with respect applied on a pro rata basis to all Incremental Term Loans comprising such Tranche and to the installments of the such Incremental Term Loans as set forth in the Notice of Incremental Term Loan Borrowing governing such Tranche in the inverse order of maturity; and PROVIDED, FURTHER, that each such optional prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal the amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01U.S.$1,000,000.

Optional Prepayments. Loans may be prepaid The Borrower may, on the last day of any Interest Period with respect thereto, in the case of Eurodollar Loans, or at any time and from time to time, in the case of ABR Loans, prepay the Loans, in whole or from time to time in part at the option of the Company on any Business Daypart, without premium or penalty, notwithstanding that such upon at least (i) three Business Day Days' irrevocable notice to the Administrative Agent, in the case of Eurodollar Loans or (ii) one Business Day's irrevocable notice to the Administrative Agent, in the case of ABR Loans, specifying the date and amount of prepayment and whether the prepayment is not an Interest Payment Date; provided that: (a) lossesof Eurodollar Loans, ABR Loans or a combination thereof, and, if anyof a combination thereof, incurred by the amount allocable to each. Upon receipt of any such notice the Administrative Agent shall promptly notify each Lender under Section 2.02(e) thereof. In the case of prepayments of the Term Loans only, such prepayments shall be payable with respect accompanied by payment of accrued interest to each such date on the amount prepaid. Partial prepayments of the Term Loans shall be applied to the installments of principal thereof in the inverse order of their scheduled maturities, provided that if the Borrower so elects by notice to the Administrative Agent, all or any portion of an optional prepayment of any Eurodollar Loan; (b) amount otherwise required to be applied to the installments of the Term Loans in the inverse order of their maturities shall instead be applied to the installments of the Term Loans, first in the direct order of their maturities, so long as the installments to which such application is to be made are scheduled to be paid within 270 days of such optional prepayment and second in inverse order of their maturities and provided further that any optional prepayments of Term Loans made prior to September 30, 1999 shall, be applied first to the installments due as specified above on September 30, 1999, December 30, 1999, March 31, 2000 and June 30, 2000 in the direct order of their maturities until all such installments shall be paid in full and second to such installments in inverse order of their maturities. Amounts prepaid on account of the Term Loans may not be reborrowed. Each partial prepayments prepayment shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, equal to (i) all outstanding Conventional Revolving Loans for payment ratably to in the holders case of ABR Loans, $500,000 or a whole multiple of $100,000 in excess thereof and (ii) any in the case of Eurodollar Loans, $1,000,000 or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders a whole multiple of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified $1,000,000 in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01excess thereof.

Optional Prepayments. Loans may be prepaid in whole (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans of any Class and Revolving Credit Loans of any Class in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty (except as set forth below); provided that: that (aA) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall notice must be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give a form reasonably acceptable to the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to be received by the Administrative Agent not later than 10:00 11:00 a.m. (New York1) three Business Days prior to any date of prepayment of Eurodollar Rate Loans[reserved], New York time(2) two Business Days prior to any date of prepayment of Term SOFR Loans and (3) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, (B) any prepayment of Eurodollar Rate Loans or any portion Term SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof, proposed to and (C) any prepayment of Base Rate Loans shall be made pursuant to this Section 3.01, specifying the aggregate in a principal amount of $250,000 or a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and the prepayment date; provided that with respect and, if Eurodollar Rate Loans or Term SOFR Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Appropriate Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility and Incremental Facility). If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment dateof a Eurodollar Rate Loan or Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Notice Each prepayment of any outstanding Term Loans pursuant to this Section 2.05(a) shall be applied to the installments thereof as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be irrevocable applied against the scheduled repayments of such Term Loans under Section 2.07(a) in direct order of maturity) and having been given as aforesaidshall be paid to the Appropriate Lenders, subject to Section 2.16, in accordance with their respective Applicable Percentages in respect of each of the relevant Facilities and Incremental 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 a whole multiple of $100,000 in excess thereof, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on the date specified therein. (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrower may, subject to Section 3.05, rescind any notice of prepayment under Section 2.05(a) if such prepayment datewould have resulted from a refinancing of all of the Facilities and Incremental Facilities or 100% of any Class of Facilities, and which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the provisions event that the Borrower (x) makes any prepayment of Section 2.02(eany Term B-4 Loans in connection with any Repricing Transaction or (y) effects any amendment of this Agreement resulting in a Repricing Transaction with respect to Term B-4 Loans, in each case prior to the six (6) month anniversary of the Third Amendment Effective Date, the Borrower shall be applicable. The Company shall have no optional right pay a premium in an amount equal to prepay 1.00% of (A) in the principal case of clause (x), the amount of any Loan the Term B-4 Loans being prepaid or (other than a Discretionary Revolving LoanB) other than as provided in this Section 3.01the case of clause (y), the aggregate amount of the applicable Term B-4 Loans outstanding immediately prior to such amendment, in each case to the Administrative Agent, for the ratable account of each of the applicable Term Lenders.

Optional Prepayments. Loans may be prepaid (i) Upon prior notice in whole or accordance with paragraph (a)(ii) of this Section, the Borrower shall have the right at any time and from time to time to prepay any Borrowing of Loans in whole or in part at the option of the Company on any Business Day, without premium or penaltypenalty (but subject to Sections 2.11(d) and 2.15). Each such prepayment shall be paid to the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower shall notify the Administrative Agent in writing, notwithstanding that such in substantially the form of Exhibit J hereto (A) of any prepayment under this Section 2.10(a) (i) in the case of prepayment of a LIBO Rate Borrowing, not later than 1:00 p.m. three Business Days before the date of prepayment or (B) in the case of prepayment of an ABR Borrowing, not later than 1:00 p.m. one Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) before the date of prepayment. Each such notice shall be payable with respect to each such irrevocable and shall specify the prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate date and the principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral each Borrowing or written portion thereof to be prepaid; provided that a notice of each prepayment delivered by the Borrower may state that such notice is conditioned upon the effectiveness of any Eurodollar Loansother transactions, or any portion thereof, and in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not later than 10:00 a.m. (New Yorksatisfied. Promptly following receipt of any such notice relating to a Borrowing, New York time) on the Administrative Agent shall advise the relevant Lenders of the contents thereof. Each partial prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same day of the Type as provided in Section 2.02(c). Each prepayment of Federal Funds Rate Term Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying 2.10(a) shall be applied against the aggregate remaining scheduled installments of principal amount to be prepaid and due in respect of the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Term Loans of such proposed prepayment; and (d) Class in the manner specified by the Borrower or, if not so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any specified on or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon prior to the date of such optional prepayment, shall become due and payable on such prepayment date, and the provisions in direct order of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01maturity.

Optional Prepayments. Loans may be prepaid in whole (a) Subject to Section 4.04, the Company may, at any time or from time to time time, upon irrevocable notice to the Agent as described below, ratably prepay Committed Loans in part at whole or in part, in minimum Dollar Equivalent amounts of $5,000,000 or any Dollar Equivalent multiple of $1,000,000 in excess thereof or such other amount necessary to repay any Offshore Currency Loan in full. The Company shall deliver a notice of prepayment in accordance with Section 11.02 to be received by the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is Agent not an Interest Payment Date; provided that: later than 10:30 a.m. (Chicago time) (a) lossesat least three Business Days in advance of the prepayment date if the Committed Loans to be prepaid are Offshore Currency Loans, (b) at least two Business Days in advance of the prepayment date if anythe Committed Loans to be prepaid are Offshore Rate Committed Loans in Dollars, incurred and (iii) on the date of the prepayment date if the Committed Loans to be prepaid are Base Rate Committed Loans. Such notice of prepayment shall specify the date and amount of such prepayment and whether such prepayment is of Base Rate Committed Loans or Offshore Rate Committed Loans, or any combination thereof, and the Applicable Currency. Such notice shall not thereafter be revocable by any Lender under Section 2.02(e) the Company and the Agent will promptly notify each Bank thereof and of such Bank's Pro Rata Share 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, together with respect accrued interest to each such prepayment of date on the amount prepaid and any Eurodollar Loan;amounts required pursuant to Section 4.04. (b) all partial prepayments shall Bid Loans may not be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01voluntarily prepaid.

Optional Prepayments. Loans may be prepaid in whole or Subject to the proviso to subsection 2.04(a) and to Section 4.04, the Borrower may, from time to time in part at the option of the Company on any Business Daytime, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and upon irrevocable notice to the Administrative Agent not later than 10:00 a.m. (New YorkAgent, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to which notice must be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of in a prepayment, the Company shall deliver promptly form acceptable to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may and be allocated, at received by the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount prior to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon 12:00 noon Eastern time (a) two Business Days prior to the date of prepayment, in the case of Eurodollar Rate Loans, and (b) on the date of prepayment, in the case of Base Rate Loans, ratably prepay any Class of Loans comprising part of the same Borrowing, in whole or in part, in an aggregate amount of $1,000,000 or a higher integral multiple of $500,000 (except that, (x) if any Base Rate Loans have been made pursuant to subsection 3.03(b), in an aggregate amount equal to the aggregate amount of such Base Rate Loans and (y) any prepayment of a Class of Term Loans may be in any amount (but not less than $5,000,000) that causes the aggregate principal amount of all outstanding Term Loans of such Class to be an integral multiple of $1,000,000). Such notice of prepayment shall become specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any such notice and of such Lender’s Pro Rata Share 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, together with, in the case of Eurodollar Rate Loans, accrued interest to such date on the amount prepaid and any amounts required pursuant to Section 4.04. Subject to the foregoing terms, amounts prepaid under this Section 2.06 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Revolving Loans (without a corresponding reduction in the Revolving Loan Commitment), second to the Five-Year Term Loan (in direct order of remaining amortization installments) and third to the Ten-Year Term Loan (in direct order of remaining amortization installments), and, in each case, first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment date, and the provisions of Section 2.02(e) shall be applicableapplied to the Loans of the Appropriate Lenders in accordance with their respective applicable Pro Rata Share. The Company In the event that the Revolving Credit Exposure exceeds the aggregate Revolving Loan Commitments at any time (for example, because the issuance of a Letter of Credit by an Issuing Lender on the same date that a new Revolving Loan is funded inadvertently causes the Revolving Credit Exposure to exceed the aggregate Revolving Loan Commitments as of such date), the Borrower shall have no optional right prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount necessary to prepay eliminate such excess; provided, however, that the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 3.012.06 unless after giving effect to any concurrent prepayment of Revolving Loans, the Revolving Credit Exposure exceeds the Aggregate Revolving Loan Commitments then in effect.

Optional Prepayments. Loans may be prepaid in whole (i) The Borrower may, upon written notice to the Administrative Agent by the Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part at the option of the Company on any Business Day, without premium or penalty); provided, notwithstanding that that, (1) such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New YorkA) 1:00 p.m., New York timethree (3) on the same day U.S. Government Securities Business Days prior to any date of the prepayment of Federal Funds Rate SOFR Loans or Alternate and (B) 1:00 p.m., one (1) Business Day prior to the date of prepayment of Base Rate Loans, (2) any prepayment of SOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any portion thereofprepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole LEGAL_US_E # 190712165.7 multiple of $100,000 in excess thereof or, proposed in each case, 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 made prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage 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 a SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of the Loans pursuant to this Section 3.01, specifying 2.05(a) shall be applied to the aggregate principal amount to be prepaid installments thereof as directed by the Borrower (it being understood and agreed that if the prepayment date; provided that with respect to each oral notice Borrower does not so direct at the time of a such prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable applied against the scheduled repayments of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and having been given as aforesaidshall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. (ii) The Borrower may, upon written notice to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided, that, (1) such notice must be received by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. 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, 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, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become 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 or change the date of any such prepayment dateunder Section 2.05(a) if such prepayment would have resulted from a refinancing of all of the Facilities, and the provisions of Section 2.02(e) which refinancing shall not be applicable. The Company consummated or shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01otherwise be delayed.

Optional Prepayments. Loans The Borrower may be prepaid in whole or at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in part at whole or in part, with irrevocable prior written notice to the option Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 11:00 a.m. (i) on the Company on any Business Day, without premium or penalty, notwithstanding that such same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is not an Interest Payment Date; provided that: (a) lossesof LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if anyof a combination thereof, incurred by the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any Lender under Section 2.02(e) such notice is given, the amount specified in such notice shall be due and payable with respect to each on the date set forth in such prepayment of any Eurodollar Loan; (b) all partial notice. Partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral 3,000,000 or a whole multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that 1,000,000 in excess thereof with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Base Rate Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than Swingline Loans), $3,000,000 or a Discretionary Revolving Loan) other than as whole multiple of $1,000,000 in excess thereof with respect to LIBOR 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 next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 4.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in this respect thereof under Section 3.014.9).

Optional Prepayments. Loans may be prepaid in whole or (a) At any time, and from time to time in part at time, the option of the Company Borrower may, on any Business Day, without premium make a voluntary prepayment, in whole or penaltyin part, notwithstanding that such Business Day is not an Interest Payment Dateof the outstanding principal amount of the Loans; provided PROVIDED, HOWEVER, that: (ai) lossesunless an Event of Default shall have occurred and be continuing, any such prepayment shall be applied as between Loans, as the Borrower may direct; PROVIDED that in the event that an Event of Default shall have occurred and be continuing any such prepayment shall be applied to the Tranche A Loans and the Tranche B Loans on a PRO RATA basis until such Loans of the same class are paid in full; (ii) any such prepayment shall be applied PRO RATA among the Lenders in accordance with the respective unpaid principal amounts of the Loans of the same class held by them; (iii) any such prepayment made shall be applied PRO RATA among Loans of the same type and, if anyapplicable, incurred by having the same Interest Period; (iv) any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar LoanLIBO Rate Loan made on any day other than the last day of the Interest Period for such Loan shall be subject to the provisions of SECTION 4.5; (bv) all any such prepayment of LIBO Rate Loans shall require at least two Business Days' prior written notice to the Administrative Agent and any such prepayment of Base Rate Loans may be made on same day's written notice to the Administrative Agent; and (vi) any such partial prepayments prepayment of Loans shall be in an aggregate principal minimum amount of at least $2,000,000 10,000,000 and an integral multiple of $100,000;1,000,000 in excess thereof. (cb) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of The Borrower shall, on each date when a prepayment is required pursuant to SECTION 5.7, make a mandatory prepayment of any Eurodollar Loans, or any portion thereofand/or Cash Collateralize the Letters of Credit, and notice in an amount equal to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day excess of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate outstanding principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Tranche A Loans for payment ratably to and the holders thereof Dollar Equivalent of all Tranche A L/C Obligations over the Tranche A Commitment Amount and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid Tranche B Loans and the prepayment date. Notice Dollar Equivalent of such prepayment shall be irrevocable and having been given as aforesaid, all Tranche ▇ ▇/C Obligations over the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Tranche B Commitment Amount.

Optional Prepayments. The Borrower shall have the right to prepay Loans may be prepaid in whole or in part from time to time in part at the option time; provided, however, that (i) each partial prepayment of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: Loans (a) losses, if any, incurred by any Lender under Section 2.02(eother than Swingline Loans) shall be payable with respect to in a minimum principal amount of $5,000,000 and integral multiples of $1,000,000 (or the Alternative Currency Amount thereof, as applicable) in excess thereof and (ii) each such prepayment of any Eurodollar Loan; (b) all partial prepayments Swingline Loans shall be in an aggregate a minimum principal amount of at least $2,000,000 100,000 and an integral multiple multiples of $100,000; (c) the Company 100,000 in excess thereof. The Borrower shall give the Administrative Agent not less than one full Business Day’s prior oral or irrevocable written notice of each prepayment (or telephone notice promptly confirmed in writing which confirmation may be by fax) of any Eurodollar Loans, or any portion thereof, and notice such voluntary prepayment to the Administrative Agent (which shall notify the Lenders thereof as soon as practicable) not later than 10:00 a.m. 1:30 P.M. (New YorkCharlotte, New York North Carolina time) on the same day Business Day prior to the date of the requested prepayment in the case of Federal Funds Alternate Base Rate Loans, on the third Business Day prior to the date of the requested prepayment in the case of LIBOR Rate Loans denominated in Dollars and on the fourth Business Day prior to the date of the requested prepayment in the case of Alternative Currency Loans. Each such notice of prepayment shall specify (A) the date of repayment, (B) the amount of repayment, (C) whether the repayment is of Dollar Revolving-1 Loans, Multi-currency Revolving-1 Loans (including the applicable Permitted Currency), Swingline Loans, Tranche A-1 Term Loans, Tranche B-1 Term Loans, or a combination thereof, and, if of a combination thereof, the amount allocable to each and (D) whether the repayment is of LIBOR Rate Loans or Alternate Base Rate Loans, or any portion a combination thereof, proposed and, if of a combination thereof, the amount allocable to each. Prepayments of the Tranche A-1 Term Loan or the Tranche B-1 Term Loan under this Section 2.8(a) shall be applied ratably to the remaining principal installments thereof (provided, however, promptly upon notification thereof, one or more holders of the Tranche B-1 Term Loan may decline to accept such prepayment to the extent there are sufficient amounts under the Tranche A-1 Term Loan outstanding to be made pursuant paid with such prepayment, in which case, such declined prepayments shall be allocated pro rata among the Tranche A-1 Term Loan and the Tranche B-1 Term Loan held by Lenders accepting such payments). Subject to the foregoing terms, amounts prepaid under this Section 3.01, specifying the aggregate principal amount 2.8(a) shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.8(a) shall be prepaid and the prepayment date; provided without premium or penalty except that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for any prepayments of the Tranche B-1 Term Loan made during the period commencing on the Fourth Amendment Effective Date and ending on May 29, 2004 will require payment ratably to of a premium of 0.50% of the holders thereof principal amount being prepaid on such date and (ii) any or all outstanding Discretionary Revolving Loansprepayments shall be subject to Section 2.18. The Administrative Agent shall promptly notify the affected Lenders of Interest on the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to payable on the date of such prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01.Amounts

Optional Prepayments. (a) Subject to Section 2.8(b), the Borrower may, upon notice from the Borrower to the Administrative Agent, prepay the outstanding principal amount of the Loans may be prepaid and Swing Loans in whole or from time to time in part at the option of the Company on any Business Day, time without premium or penaltypenalty (without a reduction in the Revolving Credit Commitments, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by in the case of any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of Revolving Loans); provided, however, that if any Eurodollar prepayment of any SOFR Rate Loan is made by the Borrower other than on the last day of an Interest Period for such Loan, the Borrower shall also pay any amount owing pursuant to Section 3.6. Each such notice of prepayment must be received by (i) 1:00 p.m. on the date of such prepayment, in the case of a prepayment of Base Rate Loans (including Swing Loans) and (ii) 11:00 a.m. three (3) Business Days prior to the date of such prepayment, in the case of a prepayment of SOFR Rate Loans. Each such optional prepayment of Base Rate Loans, or SOFR Rate Loans denominated in Dollars shall, in each case, be in an aggregate amount of not less than $500,000 or an integral multiple of $100,000 in excess thereof; (b) all partial prepayments Each prepayment of the Revolving Credit Facility shall be in an aggregate principal applied to outstanding amount of at least $2,000,000 Loans under such Facility, ratably across each Class of Loans. Each such notice shall specify the date and an integral multiple amount of $100,000; (csuch prepayment and the Type(s) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect and, if SOFR Rate Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Appropriate Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s Ratable Portion of such prepayment. If such notice is given by a Borrower, the Borrower shall make such prepayment and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01date specified therein.

Optional Prepayments. Loans (a) The Borrowers may be prepaid in whole or at any time and from time to time prepay the Loans, in part at the option of the Company on any Business Daywhole or in part, without premium or penaltypenalty (except as set forth in Section 2.10(b)), notwithstanding that such Business Day is not an Interest Payment Date; provided that: upon notice delivered by the applicable Borrower to the Administrative Agent (a) losses, if any, incurred at least three Business Days (or shorter notice period approved by any Lender under Section 2.02(ethe Administrative Agent) shall be payable with respect to each such prepayment prior thereto in the case of any Eurodollar Loan; Term Benchmark Loans and (b) on the same Business Day in the case of ABR Loans, which notice shall specify the date and amount of prepayment, the Class of Loans to be prepaid and whether the prepayment is of Term Benchmark Loans or ABR Loans; provided, that if a Term Benchmark Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the applicable Borrower shall also pay any amounts owing pursuant to Section 2.20. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to such date on the amount prepaid; provided that notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind, or extend the date for prepayment specified in, any notice of prepayment under this Section 2.10(a), if such prepayment would have resulted from a refinancing of all partial or any portion of any Facility or Facilities which refinancing shall not be consummated or shall otherwise be delayed. Partial prepayments of Revolving Loans shall be in an aggregate principal amount of at least $2,000,000 and 1,000,000 or a whole multiple thereof. Partial prepayments of Swingline Loans shall be in an amount that is an integral multiple of $100,000; (c) the Company shall give the Administrative Agent 500,000 and not less than one full Business Day’s prior oral or written notice $1,000,000. Any optional prepayments of each prepayment of any Eurodollar Loans, or any portion thereof, and notice the Term Loans shall be applied to the Administrative Agent not later than 10:00 a.m. remaining installments thereof as selected by the applicable Borrower (New York, New York time) on or absent any such selection in the same day direct order of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; andmaturity). (db) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01[Reserved].

Optional Prepayments. Loans may be prepaid in whole Borrower may, upon written notice to the Administrative Agent, at any time or from time to time voluntarily prepay Term Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty except as set forth in Section 2.10(b) below; provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York City time) on the same day (A) three (3) Business Days prior to any date of the prepayment of Federal Funds LIBOR RateSOFR Loans and (B) one (1) Business Day prior to any date of prepayment of Base Rate Loans; (2) any prepayment of LIBOR RateSOFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $250,000 in excess thereof; and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or Alternate a whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount of LIBOR RateSOFR Loans or Base Rate Loans, or any portion thereofas the case may be, proposed to then outstanding. Each such notice shall specify the date (which shall be made pursuant to this Section 3.01, specifying the aggregate principal a Business Day) and amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s ratable portion of such prepayment. If such notice is given by Borrower then Borrower shall make such prepayment and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such the date specified therein. Any optional prepayment dateof the Term Loans shall be accompanied by all accrued interest thereon, and the provisions any Prepayment Premium as set forth in Section 2.10(b) (if applicable) and with respect to any optional prepayment of a LIBOR RateSOFR Loan shall be accompanied by any additional amounts required pursuant to Section 2.02(e2.12(b)(ii). Any prepayment of principal under this Section 2.4(c) shall be applicable. The Company shall have applied to the remaining amortization payments as directed by Borrower in the applicable prepayment notice (or, if no optional right direction is provided, to prepay the principal amount remaining amortization payments in direct order of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01maturity.

Optional Prepayments. Loans The Borrower may be prepaid in whole or at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in part at whole or in part, with irrevocable prior written notice to the option Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 p.m. (i) on the Company on any Business Day, without premium or penalty, notwithstanding that such same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is not an Interest Payment Date; provided that: (a) lossesof LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if anyof a combination thereof, incurred by the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any Lender under Section 2.02(e) such notice is given, the amount specified in such notice shall be due and payable with respect to each on the date set forth in such prepayment of any Eurodollar Loan; (b) all partial notice. Partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral 1,000,000 or a whole multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that 500,000 in excess thereof with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Base Rate Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than Swingline Loans), $1,000,000 or a Discretionary whole multiple of $500,000 in excess thereof with respect to LIBOR 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 12:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Revolving Loan) other than as Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in this respect thereof under Section 3.015.9).

Optional Prepayments. Loans may be prepaid in whole (i) The Borrowers may, upon notice to the Administrative Agent by the Administrative Borrower, at any time or from time to time voluntarily prepay Loans of any Class in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty (except as set forth in Section 3.04); provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York1:00 p.m., New York timeCity time (A) on the same day three (3) Business Days prior to any date of the prepayment of Federal Funds Rate Term SOFR Loans or Alternate and (B) one (1) Business Day prior to the date of prepayment of Base Rate Loans, or (2) any portion thereof, proposed to prepayment of Term SOFR Loans shall be made pursuant to this Section 3.01, specifying the aggregate in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and the prepayment date; provided that with respect if Term SOFR Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Appropriate Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. At the Borrowers’ election in connection with any prepayment pursuant to this Section 2.05(a), such prepayment date, and the provisions of Section 2.02(e) shall not be applicable. The Company shall have no optional right applied to prepay the principal amount of any Loan of a Defaulting Lender. (other than ii) The Borrowers may, upon notice to the applicable Swing Line Lender (with a Discretionary Revolving Loancopy 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) other than as provided such notice 88 (iii) Notwithstanding anything to the contrary contained in this Agreement, the Borrowers may rescind any notice of prepayment under Section 3.012.05(a) 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 Prepayments. Loans may be prepaid in whole or Subject to the proviso to subsection 2.04(a) and to Section 4.04, the Borrower may, from time to time in part at the option of the Company on any Business Daytime, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and upon irrevocable notice to the Administrative Agent not later than 10:00 a.m. (New YorkAgent, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to which notice must be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to received by the Administrative Agent a confirmatory written notice of such proposed prepayment; and prior to 12:00 noon Eastern time (da) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon two Business Days prior to the date of prepayment, in the case of Eurodollar Rate Loans, and (b) on the date of prepayment, in the case of Base Rate Loans, ratably prepay any Class of Loans comprising part of the same Borrowing, in whole or in part, in an aggregate amount of $1,000,000 or a higher integral multiple of $500,000 (except that, (x) if any Base Rate Loans have been made pursuant to subsection 3.03(b), in an aggregate amount equal to the aggregate amount of such Base Rate Loans and (y) any prepayment of a Class of Term Loans may be in any amount (but not less than $5,000,000) that causes the aggregate principal amount of all outstanding Term Loans of such Class to be an integral multiple of $1,000,000). Such notice of prepayment shall become specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of any such notice and of such Lender’s Pro Rata Share 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, together with, in the case of Eurodollar Rate Loans, accrued interest to such date on the amount prepaid and any amounts required pursuant to Section 4.04. Subject to the foregoing terms, amounts prepaid under this Section 2.06 shall be applied as the Borrower may elect; provided that if the Borrower shall fail to specify its elected application with respect to any voluntary prepayment, such voluntary prepayment shall be applied first to the Revolving Loans (without a corresponding reduction in the Revolving Loan Commitment), second to the Five-Year Term Loan (in direct order of remaining amortization installments) and third to the Ten-Year Term Loan (in direct order of remaining amortization installments), and, in each case, first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. Each such prepayment date, and the provisions of Section 2.02(e) shall be applicableapplied to the Loans of the Appropriate Lenders in accordance with their respective applicable Pro Rata Share. The Company In the event that the Revolving Credit Exposure exceeds the aggregate Revolving Loan Commitments at any time (for example, because the issuance of a Letter of Credit by an Issuing Lender on the same date that a new Revolving Loan is funded inadvertently causes the Revolving Credit Exposure to exceed the aggregate Revolving Loan Commitments as of such date), the Borrower shall have no optional right prepay Revolving Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount necessary to prepay eliminate such excess; provided, however, that the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 3.012.06 unless after giving effect to any concurrent prepayment of Revolving Loans, the Revolving Credit Exposure exceeds the Aggregate Revolving Loan Commitments then in effect.

Optional Prepayments. Loans may be prepaid (a) The Borrower may, upon at least two Business Days prior written notice to Administrative Lender stating the proposed date and aggregate principal amount of the prepayment, prepay the outstanding principal amount of any Advances in whole or from time in part, together with accrued interest to time in part at the option date of such prepayment on the Company on any Business Day, principal amount prepaid without premium or penaltypenalty other than any Consequential Loss; provided, notwithstanding however, that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such in the case of a prepayment of any Eurodollar Loan; (b) all a Base Advance, the notice of prepayment may be given by telephone by 10:00 a.m. on the date of prepayment. Each partial prepayments shall prepayment shall, in the case of Base Advances, be in an aggregate principal amount of at least not less than $2,000,000 and an 100,000 or a larger integral multiple of $100,000; (c) 50,000 in excess thereof and, in the Company shall give the Administrative Agent case of LIBOR Advances, be in an aggregate principal amount of not less than one full Business Day’s prior oral $500,000 or written a larger integral multiple of $100,000 in excess thereof. If any notice of each prepayment is given, the principal amount stated therein, together with accrued interest on the amount prepaid and the amount, if any, due under Section 2.12 and Section 2.14 hereof, shall be due and payable on the date specified in such notice unless the Borrower revokes its notice, provided that, if the Borrower revokes its notice of any Eurodollar Loansprepayment prior to such date specified, or any portion thereof, and notice to the Borrower shall reimburse the Administrative Agent not later than 10:00 a.m. (New York, New York time) on Lender for the same day account of all Lenders for all Consequential Losses suffered by each Lender as a result of the prepayment Borrower's failure to prepay. A certificate of Federal Funds Rate Loans each Lender claiming compensation under this Section 2.04(a), setting forth in reasonable detail the calculation of the additional amount or Alternate Base Rate Loans, or any portion thereof, proposed amounts to be paid to it hereunder shall be presumptive evidence of the validity of such claim. (b) No prepayments of Advances made solely pursuant to this Section 3.01, specifying 2.04 shall cause the aggregate principal amount Available Commitment to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01reduced.

Optional Prepayments. Loans may be prepaid (i) The Borrowers may, upon written notice from Lead Borrower to the Administrative Agent, at any time and from time to time, voluntarily prepay any Borrowing of any Class (other than Swingline Loans) in whole or from time to time in part at the option of the Company on any Business Day, without premium or penaltypenalty (except as set forth in Section 3.5), notwithstanding provided that (A) such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. 1:00 p.m. (New York1) three Business Days prior to any date of prepayment of a SOFR Borrowing, New York time(2) on the same day date of prepayment of an ABR Borrowing and (3) four Business Days (or five, in the case of prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of any Alternative Currency Loans, and (B) each prepayment shall be in the currency of the underlying Loan, and Dollar Equivalent in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by Lead Borrower, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, provided that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities or other events or transactions, in which case such notice may be revoked by Lead Borrower (by written notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied, subject to the Borrowers’ obligation to indemnify the Lenders pursuant to Section 3.5. Each prepayment of Federal Funds Rate Term Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.012.7(a) shall be applied to the remaining scheduled amortization payments thereof as directed by the Lead Borrower (or, specifying if the aggregate principal amount Lead Borrower does not so direct, such prepayment shall be applied against the scheduled repayments of the Term Loans under Section 2.6 on a ratable basis and pro rata to the remaining installments (subject, however, to Section 2.11(c)(vii)), and shall be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly paid to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at for the option account of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and Appropriate Lenders in accordance with their respective Applicable Percentages). (ii) The Borrowers may, upon written notice from Lead Borrower to the Swingline Lender (with a copy to the Administrative Agent), at any time or all outstanding Discretionary Revolving Loans. The 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 shall promptly notify not later than 1:00 p.m. on the affected Lenders date of the principal amount to be prepaid prepayment and the prepayment date. Notice of (B) any such prepayment shall be irrevocable in a principal amount of the Borrowing Minimum or a whole multiple of the Borrowing Multiple in excess thereof or the entire principal amount thereof then outstanding. Each such notice shall specify the date and having been amount of such prepayment. If such notice is given as aforesaidby Lead Borrower, the principal Borrowers shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01date specified therein.

Optional Prepayments. Loans may be prepaid The Borrowers may, upon irrevocable written notice to the Administrative Agent, prepay the Loans, in whole or from time to time in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepart; provided that: : (a) lossesin the case of any such voluntary prepayment of the Loans made during the period after the Closing Date to and including the first anniversary of the Closing Date, if any, incurred by any Lender under Section 2.02(e) such prepayment shall be payable made together with respect to each such prepayment of any Eurodollar Loan; the applicable Prepayment Premium, (b) all partial prepayments shall such notice must be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to received by the Administrative Agent not later than 10:00 a.m. 2:00 p.m. three (New York3) Business Days prior to any Prepayment Date, New York time(c) on the same day any prepayment of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to shall be made pursuant to this Section 3.01, specifying the aggregate in a minimum principal amount to be prepaid of $5,000,000 or a whole multiple of $1,000,000 in excess thereof or if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date of such prepayment and the prepayment date; provided that with respect to each oral notice amount of a such prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and and (d) so long as no Event such notice of Default prepayment may state that it is continuingconditioned upon the consummation of a specified event, prepayments in which case such notice of prepayment may be allocated, at revoked by the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving LoansBVI Borrower if such condition is not satisfied. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid and the prepayment date. Notice of such Lender’s ratable portion of such prepayment shall be irrevocable and having been (based on such Lender’s Applicable Percentage). If such notice is given as aforesaidby any Borrower, the principal applicable Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such the date specified therein. Each prepayment date, and the provisions of Section 2.02(e) shall be applicableaccompanied by all accrued interest on the amount prepaid, together with any Prepayment Premium and any additional amounts required pursuant to ‎Section 3.03. The Company shall have no optional right to prepay the principal amount Each prepayment of any Loan (other than a Discretionary Revolving Loan) other than as provided Class of outstanding Loans pursuant to this ‎Section 2.03 shall be paid to the Lenders in this Section 3.01accordance with their respective Applicable Percentages.

Optional Prepayments. Loans may be prepaid in whole The Borrowers may, upon delivery by the Parent Borrower Notice of a Notice of Loan Prepayment to the Administrative Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty subject to Section 3.05; provided that: that (aA) losses, if any, incurred such Notice of Loan Prepayment must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. 11:00 a.m. (New York, New York time1) three Business Days prior to any date of prepayment of Term SOFR Loans and (2) on the same day date of the prepayment of Federal Funds Base Rate Committed Loans or Alternate Daily SOFR Loans; (B) any prepayment of Term SOFR Loans shall be in a minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and (C) any prepayment of Base Rate Loans, Committed Loans or any portion Daily SOFR Loans shall be in a minimum principal amount of $500,000 or a whole multiple of $100,000 in excess thereof, proposed to be made pursuant to this Section 3.01or, specifying in each case, if less, the aggregate entire principal amount thereof then outstanding. Each such Notice of Loan Prepayment shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and the prepayment date; provided that with respect and, if Term SOFR Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such Notice of Loan Prepayment, and of the principal amount to be prepaid of such Lender’s ratable portion of such prepayment (based on such Lender’s Applicable Percentage in respect of the relevant Facility). If such Notice of Loan Prepayment is given by the Parent Borrower, the Borrowers shall make such prepayment and the prepayment date. payment amount specified in such Notice of Loan Prepayment shall be due and payable on the date specified therein; provided that the Notice of Loan Prepayment may be conditional upon the occurrence or closing of another transaction or financing. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.17, each such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon applied to the date Committed Loans of prepayment, shall become due and payable on such prepayment date, and the provisions Lenders in accordance with their respective Applicable Percentages in respect of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01relevant Facilities.

Optional Prepayments. Loans may be prepaid in whole The Borrower may, upon delivery of a Repayment Notice to the Administrative Agent, at any time or from time to time voluntarily prepay in whole or in part at Revolving Loans outstanding under the option of the Company on any Business Day, Facility without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New Yorknoon, New York time, (A) on the same day three Business Days prior to any date of the prepayment of Federal Funds Eurodollar Rate Loans or Alternate Loans, and (B) the date of prepayment of Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $1,000,000 or all outstanding Discretionary 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 $1,000,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Revolving LoansLoans to be prepaid. The Administrative Agent shall will promptly notify each Lender of its receipt of each such notice, and of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the affected Lenders of Borrower, the principal amount to be prepaid 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 dateof a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.05. Notice of Each such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon applied to the date Revolving Loans of prepaymentthe Lenders in accordance with their respective Pro Rata Shares. Unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof, shall become due any payment or prepayment of the Revolving Loans may be reborrowed by Borrower, subject to the terms and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01conditions hereof.

Optional Prepayments. Loans may be prepaid in whole (i) Any Borrower may, upon notice from such Borrower to the Administrative Agent, at any time or from time to time voluntarily prepay Loans in whole or in part at the option of the Company on any Business Day, without premium or penaltypenalty (other than as set forth in the last sentence of this Section 2.05(a)(i)); provided, notwithstanding in each case, that (w) such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall notice must be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give a form acceptable to the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to be received by the Administrative Agent not later than 10:00 (A) 1:00 p.m. three Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Dollars, (B) 11:00 a.m. four Business Days prior to any date of prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies, and (New York, New York timeC) 11:00 a.m. on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans; (x) any prepayment of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; (y) 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 (z) any prepayment of the Existing Term Loan, any Incremental Term Loan, the Term A-2 Loan or any portion thereofthe Term B-2 Loan shall be applied to the remaining principal amortization payments thereof as directed by such Borrower. Each such notice shall specify the date and amount of such prepayment, proposed the Loans to be made pursuant to this Section 3.01prepaid, specifying and the aggregate principal amount Type(s) of Loans to be prepaid and the prepayment date; provided that with respect and, if Eurocurrency Rate Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify each applicable Lender of its receipt of each such notice, and of the affected amount of such Lender’s Applicable Percentage of such prepayment. If such notice is given by a Borrower, such Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a 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. Subject to Section 2.15, each such prepayment shall be applied to the Loans of the applicable Lenders in accordance with their respective Applicable Percentages. Each prepayment of the Term B-2 Loan made in connection with a Repricing Event on or before the date that is six (6) months after the Fourth Amendment Effective Date shall be accompanied by a prepayment premium equal to 1.00% of the principal amount to be prepaid and the prepayment date. Notice of being repaid in connection with such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01Repricing Event.

Optional Prepayments. Loans may be prepaid in whole (i) At their option, the Borrowers may, upon notice by the Borrowers to the Swing Line Lender (with a copy to the Administrative Agent), at any time or from time to time time, voluntarily prepay Swing Line Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty; provided, notwithstanding that (A) such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred notice must be received by any the Swing Line Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day date of the prepayment, and (B) any such prepayment shall be in a minimum principal amount of Federal Funds Rate $100,000 or an integral multiple of $100,000 in excess thereof. Each such notice shall specify the date and specify a minimum 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. (ii) At any time there are no Swing Line Loans outstanding, at their option, the Borrowers may, without premium or Alternate Base Rate penalty but subject to Section 2.13 in the case of LIBOR Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying upon notice from the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly Borrowers to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to later than 10:00 a.m. on the date of prepayment, at any time or from time to time, voluntarily prepay the Base Rate Loans or LIBOR Loans in any Revolving Loan Borrowing in whole or in part without premium or penalty; provided, that any such prepayment shall become be in a minimum principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof. Each such notice shall specify the date and specify a minimum amount of such prepayment; provided that if such prepayment is on any day other than on the last day of the Interest Period applicable to such LIBOR Loans, the Borrowers shall be subject to the payments required by Section 2.13. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. (iii) At their option, the Borrowers may, without premium or penalty but subject to Section 2.13 in the case of LIBOR Portions, upon notice from the Borrowers to the Administrative Agent no later than 10:00 a.m. on the date of prepayment, prepay the Base Rate Portions or LIBOR Portions in any Term Loan Borrowing in whole or in part, in a minimum principal amount of $1,000,000 or an integral multiple of $100,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of such prepayment; provided that if such prepayment dateis on any day other than on the last day of the Interest Period applicable to such LIBOR Loan or LIBOR Portion, the Borrowers shall be subject to the payments required by Section 2.13. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the provisions payment amount specified in such notice shall be due and payable on the date specified therein. Unless an Event of Default has occurred and is continuing, all prepayments under this Section 2.02(e2.06(b)(iii) shall be applicable. The Company shall applied (A) first, to prepay (1) the remaining installments of principal on the Term Loans (other than the final installment) on a pro rata basis or (2) at the Borrowers’ written election, to the next two scheduled principal payments of the Term Loans in order of maturity to the extent the next two scheduled principal payments of the Term Loans have no optional right not previously been paid with the remainder applied to the remaining installments of principal on the Term Loans (other than the final installment) on a pro rata basis, (B) then to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01.Swing Line Loans to the extent Swing Line Loans are then outstanding,

Optional Prepayments. Loans may be prepaid The Borrower shall have the right, at any time and from time to time, to prepay any Borrowing, in whole or from time to time in part at the option of the Company on any Business Daypart, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or giving written notice of each prepayment of any Eurodollar Loans, (or any portion thereof, and telephonic notice promptly confirmed in writing) to the Administrative Agent not substantially in the form of Exhibit 2.11 (a “Notice of Optional Prepayment of Loans”) by no later than 10:00 a.m. than, in the case of any prepayment of: (New Yorka) any Term SOFR Borrowing, New York time) 1:00 P.M. on the same day date that is three (3) Business Days prior to the date of the prepayment of Federal Funds Rate Loans such prepayment; (b) any SOFR Index Borrowing or Alternate any Base Rate LoansBorrowing, 1:00 P.M. on the date that is one (1) Business Day prior to the date of such prepayment; and (c) any Borrowing of a Swingline Loan, 1:00 P.M. on the date of such prepayment. Each Notice of Optional Prepayment of Loans shall be irrevocable (provided, that, a Notice of Optional Prepayment of Loans delivered by the Borrower may be expressly conditioned in writing upon the consummation of any transaction or any event, in which case, such Notice of Optional Prepayment of Loans shall be revoked or extended if such event or transaction does not occur or is delayed) and shall specify: (i) the proposed date of such prepayment; (ii) the Class and Type (and, if applicable, Interest Period) of each Loan, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying prepaid; and (iii) the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice (in Dollars) of a such prepayment. Upon receipt of any such Notice of Optional Prepayment of Loans, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the each affected Lenders Lender of the principal amount to be prepaid contents thereof and the prepayment dateof such Lender’s Pro Rata Share of any such prepayment. If such Notice of Optional Prepayment of Loans is given in accordance with this Section 2.11, then the aggregate amount specified in such prepayment Notice of Optional Prepayment of Loans shall be irrevocable due and having been given as aforesaid, payable on the principal amount specified date designated in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment dateto, and including, such date on the provisions amount so designated to be prepaid, in accordance with Section 2.13(a); provided, that, if a Term SOFR Borrowing is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.02(e) shall be applicable2.19. The Company shall have no optional right to prepay the principal amount Each partial prepayment of any Loan (other than a Discretionary Revolving Swingline Loan) other than shall be in an amount that would be permitted in the case of an advance of a Revolving Borrowing of the same Type pursuant to Section 2.3, or, in the case of a Swingline Loan, pursuant to Section 2.4. Each prepayment of a Borrowing shall be applied ratably to the Loans comprising such Borrowing, and, in the case of a prepayment of the Term Loan A or any then outstanding Incremental Term Loan, ratably to the Term Loan A and all then outstanding Incremental Term Loans, and to the principal installments thereof as provided in this Section 3.01directed by the Borrower.

Optional Prepayments. Loans may be prepaid in whole Subject to Section 4.4, each Borrower may, -------------------- at any time or from time to time time, upon notice from the Borrowers' Designee to the Agent, (i) ratably prepay Revolving Loans in part at the option of the Company on any Business Daywhole or in part, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount minimum Dollar Equivalent Amounts of at least $2,000,000 5,000,000 and an integral (ii) ratably prepay Swingline Loans in whole or in part, in minimum amounts of $500,000 or any multiple of $100,000; (c) 100,000 in excess thereof, or in other amounts with the Company consent of the Swingline Bank. The Borrowers' Designee shall give the Administrative Agent not less than one full Business Day’s prior oral or written deliver a notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice in accordance with Section 11.2 to be received by the Administrative Agent (i) not later than 10:00 9:00 a.m. (New YorkSan Francisco time) at least four Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Currency Loans, New York (ii) not later than 9:00 a.m. (San Francisco time) at least three Business Days in advance of the prepayment date if the Loans to be prepaid are Offshore Rate Loans in Dollars, and (iii) not later than 8:00 a.m. (San Francisco time) on the same day prepayment date if the Loans to be prepaid are Base Rate Loans. Such notice of prepayment shall specify the date and amount of such prepayment and whether such prepayment is of Federal Funds Base Rate Loans or Alternate Base Loans, Swingline Loans, Offshore Rate Loans, or any portion combination thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral Applicable Currency. Such notice of a prepayment, shall not thereafter be revocable by the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving LoansBorrowers' Designee. The Administrative Agent shall will promptly notify the affected Lenders Swingline Bank thereof (in the case of the principal amount to be prepaid any prepayment of Swingline Loans) and the prepayment date. Notice each Bank thereof and of such Bank's Pro Rata Share of such prepayment shall be irrevocable and having been (if any). If such notice is given as aforesaidby the Borrowers' Designee, the principal applicable Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment datethe date specified therein, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan together with (other than a Discretionary Revolving Loanin the case of Base Rate Loans) other than as provided in this accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 3.014.4.

Optional Prepayments. Loans may be prepaid in whole or The Borrower shall have the right at any time and from time to time in part at the option of the Company on any Business Daytime, without premium or penalty, notwithstanding that such to prepay the Term Loans, in whole or in part, upon delivery to the Administrative Agent of a Notice of Prepayment not later than 11:00 a.m. (i) on the same Business Day as each Base Rate Loan and (ii) at least three (3) Business Days before each LIBOR Rate Loan, specifying the date and amount of repayment, whether the repayment is not an Interest Payment Date; provided that: (a) lossesof LIBOR Rate Loans or Base Rate Loans or a combination thereof, and if a combination thereof, the amount allocable to each and the specific tranche of Term Loan to be prepaid, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such applicable. Each optional prepayment of any Eurodollar Loan; (b) all partial prepayments the Term Loans hereunder shall be in an aggregate principal amount of at least $2,000,000 and an integral 5,000,000 or any whole multiple of $100,000; (c) 1,000,000 in excess thereof and shall be applied to reduce the Company remaining scheduled principal installments of the applicable Term Loan as directed by the Borrower. Each repayment shall give be accompanied by any amount required to be paid pursuant to Section 5.9. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the Administrative Agent not less than one full next Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected applicable Term Loan Lenders of the principal amount to be prepaid and the prepayment date. each such Notice of Prepayment. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any refinancing of all or any portion of the Credit Facility with the proceeds of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount refinancing or of any Loan 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 identifiable event or condition and may be revoked by the Borrower in the event such refinancing is not consummated or such condition is 119071794_7 not satisfied (other than a Discretionary Revolving Loan) other than as provided that the failure of such contingency shall not relieve the Borrower from its obligations in this respect thereof under Section 3.015.9).

Optional Prepayments. Loans The Borrower may be prepaid in whole or at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in part at whole or in part, with irrevocable prior written notice to the option Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) (i) on the Company on any Business Day, without premium or penalty, notwithstanding that such same Business Day as the prepayment for each Base Rate Loan and each Swingline Loan and (ii) at least three (3) Business Days before the prepayment of each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is not an Interest Payment Date; provided that: (a) lossesof LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if anyof a combination thereof, incurred by the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any Lender under Section 2.02(e) such notice is given, the amount specified in such notice shall be due and payable with respect to each on the date set forth in such prepayment of any Eurodollar Loan; (b) all partial notice. Partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral 3,000,000 or a whole multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that 1,000,000 in excess thereof with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Base Rate Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than Swingline Loans), $5,000,000 or a Discretionary Revolving Loan) whole multiple of $1,000,000 in excess thereof with respect to LIBOR Rate Loans and $500,000 or a whole multiple of $100,000 in excess thereof with respect to Swingline Loans (or in any case, if less, the outstanding principal balance of such Loans). A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility or other than as transaction, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or other transaction and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in this respect thereof under Section 3.015.9).

Optional Prepayments. Loans may be prepaid (i) The Borrowers may, upon written notice to the Agent as provided in whole clause (iii) below, at any time or from time to time in part time, voluntarily prepay the Loans at the option 100% of the Company on Called Principal of the Loans, plus the Prepayment Premium, the applicable Additional Amount, and any Business DayFunding Losses, without premium or penaltyin each case, notwithstanding that such Business Day is not an Interest Payment Dateto the extent applicable, plus the interest accrued and unpaid thereon; provided that: that (aA) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments a LIBOR Rate Loan shall be in an aggregate principal a minimum Called Principal amount of at least $2,000,000 and an integral 1,000,000 or a whole multiple of $100,000;100,000 in excess thereof and (B) any prepayment of a Base Rate Loan shall be in a minimum Called 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. (cii) the Company Borrowers shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each any prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.012.2(c) at least ten (10) Business Days, specifying and not more than thirty (30) days, prior to the Settlement Date specifying: (A) the Settlement Date; (B) the aggregate principal amount to be prepaid of the Called Principal of the Loans, the accrued and unpaid interest thereon, the applicable Additional Amount, and the prepayment date; provided that with respect to each oral notice of a prepaymentapplicable Prepayment Premium, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepaymentif any; and (dC) so long as no Event of Default that such prepayment is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and made pursuant to Section 2.2(c). Upon the prepayment date. Notice giving of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, the Called Principal of the Loans together with the applicable Additional Amount and the Prepayment Premium, if any, the Funding Losses, if any, and the interest accrued and unpaid interest thereon to the date of prepayment, Settlement Date shall become due and payable on the Settlement Date. The Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Pro Rata Share of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment date, and the provisions of Section 2.02(e) payment amount specified in such notice shall be applicable. The Company shall have no optional right to prepay due and payable on the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01date specified therein.

Optional Prepayments. Loans The Borrower may be prepaid in whole or at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in part at the option of the Company on any Business Daywhole or in part, without premium or penalty, notwithstanding that such with irrevocable prior written notice to the Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 12:00 p.m. (i) on the same Business Day as each Base Rate Loan and each Swingline Loan and (ii) at least two (2) Business Days before each LIBOR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is not an Interest Payment Date; provided that: (a) lossesof LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if anyof a combination thereof, incurred by the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Lender. If any Lender under Section 2.02(e) such notice is given, the amount specified in such notice shall be due and payable with respect to each on the date set forth in such prepayment of any Eurodollar Loan; (b) all partial notice. Partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral 5,000,000 or a whole multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that 1,000,000 in excess thereof with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than Swingline Loans) and $100,000 or a Discretionary Revolving Loanwhole multiple of $100,000 in excess thereof with respect to Swingline Loans (in each case, or such lesser amount as shall be outstanding). A Notice of Prepayment received after 12:00 p.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 10.4(d) hereof. Notwithstanding the foregoing, any Notice of Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness or the occurrence of some other than as identifiable event or condition, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence or occurrence of such other identifiable event or condition and may be revoked by the Borrower in the event such contingency is not met (provided that the failure of such contingency shall not relieve the Borrower from its obligations in this respect thereof under Section 3.0110.4(d)).

Optional Prepayments. Loans The Borrower may be prepaid in whole or at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in part at whole or in part, with irrevocable prior written notice to the option Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 11:00 a.m. (i) on the Company on any Business Day, without premium or penalty, notwithstanding that such same Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such as intended prepayment of any Eurodollar Base Rate Loan and any Swingline Loan and (ii) at least three (3) Business Days before intended prepayment of any LIBOR Rate Loan; (b) all partial , specifying the date and amount of prepayment and whether the prepayment is of LIBOR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if of a combination thereof, the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any such notice is given, the amount specified in such notice shall be due and payable on the date set forth in such notice. Partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral 3,000,000 or a whole multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that 1,000,000 in excess thereof with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Base Rate Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than Swingline Loans), $5,000,000 or a Discretionary Revolving Loan) other than as whole multiple of $1,000,000 in excess thereof with respect to LIBOR 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 next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a Prepayment delivered in connection with any refinancing of all of the Credit Facility with the proceeds of such refinancing or of any incurrence of Indebtedness, may be, if expressly so stated to be, contingent upon the consummation of such refinancing or incurrence and may be revoked by the Borrower in the event such refinancing is not consummated (provided that the failure of such contingency shall not relieve the Borrower from its obligations in this respect thereof under Section 3.015.9).

Optional Prepayments. Loans may be prepaid in whole (i) The Borrower may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty (except as set forth in Section 2.05(a)(iii)); provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. 1:00 p.m., Local Time (New York, New York timeA) three (3) Business Days prior to any date of prepayment of Eurocurrency RateTerm Benchmark Loans or SOFRRFR Loans and (B) on the same day date of prepayment of Base Rate Loans and, (2) any prepayment of Loans shall be in a principal amount of the prepayment Borrowing Minimum or a whole multiple of Federal Funds Rate Loans or Alternate Base Rate Loansthe Borrowing Multiple in excess thereof or, or any portion thereofin each case, proposed to be made pursuant to this Section 3.01, specifying the aggregate entire principal amount thereof then outstanding and (3) prior to be prepaid and the prepayment date; provided that Revolving Credit Facility Maturity Date with respect to each oral notice the Initial Revolving Credit Facility, any prepayment of a prepayment, the Company Revolving Credit Loans shall deliver promptly be applied to the Administrative Agent Initial Revolving Credit Loans and 2023 Extended Revolving Credit Loans on a confirmatory written pro rata basis. Each such notice shall specify the date and amount of such proposed prepayment; and (dprepayment and the Class(es) so long as no Event and Type(s) of Default is continuing, prepayments may Loans to be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loansprepaid. The Administrative Agent shall will promptly notify the affected Lenders each Appropriate Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s Applicable Percentage 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 date. Notice of a Eurocurrency RateTerm Benchmark Loan or ▇▇▇▇▇▇ RFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. (ii) The Borrower may, upon delivery of a 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 (1) such notice must be received by the Swingline Lender and the Administrative Agent not later than 1:00 p.m. Local Time on the date of the prepayment, and (2) any such prepayment shall be irrevocable and having been given as aforesaidin a minimum principal amount of $100,000 in excess thereof or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, unless rescinded, the Borrower shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become 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) if such prepayment datewould have resulted from a refinancing of all of the Facilities, and which refinancing shall not be consummated or shall otherwise be delayed. (iv) In the provisions event that, on or prior to the date that is six (6) months after the Closing Date, the Borrower (A) makes any prepayment of Section 2.02(eTerm B Loans in connection with any Repricing Event or (B) effects any amendment of this Agreement resulting in a Repricing Event, the Borrower shall pay or cause to be applicable. The Company shall have no optional right paid to prepay the principal Administrative Agent, for the ratable account of each of the applicable Term B Lenders, (x) in the case of clause (A), a prepayment premium of 1.00% of the amount of any Loan the Term B Loans being prepaid and (other than a Discretionary Revolving Loany) other than as provided in this Section 3.01the case of clause (B), an amount equal to 1.00% of the aggregate amount of the applicable Term B Loans outstanding immediately prior to such amendment.

Optional Prepayments. Loans may The Issuer shall not be prepaid in whole or from time permitted to time in part at the option make any optional prepayment of the Company Notes, other than on (x) the last day of the twenty-fourth (24th) month following the Issue Date and (y) the last day of the thirty-sixth (36th) month following the Issue Date and (z) on the Maturity Date. On, and only on, such dates, the Issuer may, at its option, upon revocable notice as provided below, prepay all or any Business Daypart of the Notes, without premium or penaltyin an amount not less than 10% (ten percent) of the Accreted Principal Amount of the Notes then outstanding in the case of a partial prepayment, notwithstanding that such Business Day is not an Interest Payment Date; provided that: together with (ai) lossesinterest accrued and unpaid thereon (including applicable default interest, if any) to the date of such prepayment, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; plus (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (cii) the Company shall applicable Prepayment Premium (if any) as of the date of such prepayment. The Issuer will give each Holder of the Administrative Agent not less than one full Business Day’s Notes to be prepaid prior oral or written notice of each optional prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to under this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and 3.4 not less than ten (d10) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon Business Days prior to the date of prepayment, fixed for such prepayment (the “Notice Period”). Each such revocable notice shall become due and payable on specify such prepayment date, the Accreted Principal Amount of the Notes to be prepaid on such date, the Accreted Principal Amount of each Note held by such Holder to be prepaid (determined in accordance with Section 3.6), the interest and fees to be paid on the provisions of Section 2.02(eprepayment date with respect to such Accreted Principal Amount being prepaid, the Prepayment Premium (if any) (provided, that, if the Issuer revokes such notice, the Issuer shall be applicable. The Company shall have no optional right to prepay responsible for the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided reasonable and documented out-of-pocket costs and expenses incurred by each Holder in this Section 3.01connection with same).

Optional Prepayments. Loans The Borrower may elect to prepay any of the Advances, after giving notice thereof to the Administrative Agent and the Lenders by 12:00 p.m. (Houston, Texas) for Advances denominated in Dollars and by 12:00 p.m. in the Applicable Time for Revolving Advances denominated in Foreign Currencies and Swingline Advances made by Foreign Swingline Lenders (i) on the day of prepayment of any Swingline Advance, (ii) at least three Business Days’ prior to the day of prepayment of any Eurocurrency Rate Advances and (iii) the day prior to the prepayment of any Adjusted Base Rate Advance. Such notice shall be prepaid by telephone or facsimile, and if by telephone, confirmed promptly in writing, and must state the proposed date and aggregate principal amount of such prepayment, whether such prepayment should be applied to reduce outstanding Revolving Advances or Swingline Advances, and if applicable, the relevant Interest Period for the Advances to be prepaid. If any such notice is given, the Borrower shall prepay Advances comprising part of the same Borrowing in whole or from time to time ratably in part at in an aggregate principal amount equal to the option amount specified in such notice, and shall also pay accrued interest to the date of such prepayment on the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) lossesprincipal amount prepaid and amounts, if any, incurred by any Lender under required to be paid pursuant to Section 2.02(e) shall be payable with respect to each 2.8 as a result of such prepayment being made on such date; provided, however, that (i) each partial prepayment of any Eurodollar Loan; (b) all partial prepayments Eurocurrency Rate Advances shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice $3,000,000 and in integral multiples of $1,000,000 in excess thereof, (ii) each partial prepayment of any Eurodollar Loans, or any portion Adjusted Base Rate Advances shall be in an aggregate principal amount of not less than $500,000 and in integral multiples of $100,000 in excess thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York timeiii) on the same day of the each partial prepayment of Federal Funds Rate Loans or Alternate Base Rate LoansSwingline Advances shall be in an aggregate principal amount of not less than $500,000, or and (iv) any portion thereof, proposed to prepayment of an Advance shall be made in the Designated Currency in which such Advance was funded. Each prepayment pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d2.7(b) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, accompanied by accrued interest on the principal amount specified in such notice, together with accrued and unpaid interest thereon prepaid to the date of prepaymentsuch prepayment and amounts, shall become due and payable if any, required to be paid pursuant to Section 2.8 as a result of such prepayment being made on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01.

Optional Prepayments. Loans The Borrowers may be prepaid in whole or at any time and from time to time prepay Revolving Credit Loans and Swingline Loans, in part at whole or in part, with irrevocable prior written notice to the option Administrative Agent substantially in the form attached as Exhibit D (a “Notice of Prepayment”) given not later than 11:00 a.m. (i) on the Company on any Business Day, without premium or penalty, notwithstanding that such same Business Day as the prepayment of each Base Rate Loan and each Swingline Loan and (ii) at least three (3) U.S. Government Securities Business Days before the prepayment of each SOFR Rate Loan, specifying the date and amount of prepayment and whether the prepayment is not an Interest Payment Date; provided that: (a) lossesof SOFR Rate Loans, Base Rate Loans, Swingline Loans or a combination thereof, and, if anyof a combination thereof, incurred by the amount allocable to each. Upon receipt of such notice, the Administrative Agent shall promptly notify each Revolving Credit Lender. If any Lender under Section 2.02(e) such notice is given, the amount specified in such notice shall be due and payable with respect to each on the date set forth in such prepayment of any Eurodollar Loan; (b) all partial notice. Partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral 1,000,000 or a whole multiple of $100,000; 500,000 in excess thereof (c) the Company shall give the Administrative Agent not less other than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Swingline Loans, or any portion thereof), and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day $500,000 or a whole multiple of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that $100,000 in excess thereof with respect to each oral notice Swingline Loans. A Notice of Prepayment received after 11:00 a.m. shall be deemed received on the next Business Day. Each such repayment shall be accompanied by any amount required to be paid pursuant to Section 5.9 hereof. Notwithstanding the foregoing, any Notice of a prepayment, Prepayment delivered in connection with any refinancing of all of the Company shall deliver promptly to Credit Facility with the Administrative Agent a confirmatory written notice proceeds of such proposed prepayment; and (d) refinancing or of any incurrence of Indebtedness, may be, if expressly so long as no Event stated to be, contingent upon the consummation of Default is continuing, prepayments such refinancing or incurrence and may be allocated, at revoked by the option of Borrowers in the Company, to event such refinancing is not consummated (i) all outstanding Conventional Revolving Loans for payment ratably to provided that the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice failure of such prepayment contingency shall be irrevocable and having been given as aforesaid, not relieve the principal amount specified Borrowers from its obligations in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of respect thereof under Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.015.9).

Optional Prepayments. Loans may be prepaid in whole (i) The Borrowers may, upon notice to the Administrative Agent by the Administrative Borrower, at any time or from time to time voluntarily prepay Loans of any Class in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datepenalty (except as set forth in Section 3.04); provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York1:00 p.m., New York timeCity time (A) on the same day three (3) Business Days prior to any date of the prepayment of Federal Funds Rate Term SOFR Loans or Alternate and (B) one (1) Business Day prior to the date of prepayment of Base Rate Loans, or (2) any portion thereof, proposed to prepayment of Term SOFR Loans shall be made pursuant to this Section 3.01, specifying the aggregate in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Class(es) and Type(s) of Loans to be prepaid and the prepayment date; provided that with respect if Term SOFR Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Appropriate Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrowers, the Borrowers shall make such prepayment and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on the date specified therein. Any prepayment of a Term SOFR Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. At the Borrowers’ election in connection with any prepayment pursuant to this Section 2.05(a), such prepayment date, and the provisions of Section 2.02(e) shall not be applicable. The Company shall have no optional right applied to prepay the principal amount of any Loan (other than of a Discretionary Revolving Loan) other than as provided in this Section 3.01Defaulting Lender.

Optional Prepayments. Loans may be prepaid in whole The Borrower may, upon notice to the Administrative Agent pursuant to delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York timeA) three Business Days prior to any date of prepayment of Term Benchmark Loans or (B) five U.S. Government Securities Business Days prior to any date of prepayment of RFR Loans and (C) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any prepayment of Term Benchmark Loans shall be in a principal amount of $1,000,000 or all outstanding Discretionary Revolving Loansa whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans or RFR Loans shall be in a principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify (i) the date and amount of such prepayment, (ii) the Type(s) of Loans to be prepaid, (iii) if Term Benchmark Loans are to be prepaid, the Interest Period(s) of such Loans and (iv) if such notice is submitted through an Approved Borrower Portal, any related signature requirement may be waived at the sole discretion of the Administrative Agent. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s Applicable Percentage of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein; provided that any such notice of prepayment datemay state that such notice is conditioned upon the effectiveness of other credit facilities or the closing of another transaction, the proceeds of which will be used to prepay any outstanding Loans, in which case such prepayment may be conditional upon the effectiveness of such other credit facilities or the closing of such other transaction. Notice For the avoidance of doubt, any such conditional notice that does not result in a prepayment on the proposed prepayment date set forth in such notice shall be subject to the provisions of Section 3.05. Any prepayment of a Term Benchmark Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.16, each such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon applied to the date Loans of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided Lenders in this Section 3.01accordance with their respective Applicable Percentages.

Optional Prepayments. Loans may be prepaid in whole ODEC may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay Syndicated Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York timeA) three Business Days prior to any date of prepayment of Syndicated SOFR Loans and (B) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any prepayment of Syndicated Loans shall be in a principal amount of $1,000,000 or all outstanding Discretionary Revolving a whole multiple of $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 Syndicated Loans to be prepaid and, if Syndicated SOFR Loans are to be prepaid, the Interest Period(s) of such Loans. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s Applicable Percentage of such prepayment. If such notice is given by ODEC, ODEC shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment dateof a Syndicated SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 2.14. Notice of Each such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon applied to the date Syndicated Loans of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided Lenders in this Section 3.01accordance with their respective Applicable Percentages.

Optional Prepayments. Loans may be prepaid in whole or from time to time in part at ​ (i) At its option, the option of the Company on any Business DayBorrowers may, without premium or penaltypenalty but subject to Section 2.13 in the case of SOFR Loans, notwithstanding that such upon one (1) Business Day is not an Interest Payment Date; provided that: Day’s notice from the Borrowers to the Administrative Agent in the case of Base Rate Loans or three (a3) lossesU.S. Government Securities Business Days’ notice from the Borrowers to the Administrative Agent in the case of SOFR Loans, if anyprepay the Loans in any Borrowing and all accrued but unpaid interest thereon in part, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate a minimum principal amount of at least $2,000,000 and 50,000 or an integral multiple of $100,000; 10,000 in excess thereof, or in whole. Each such notice shall specify the date and amount of such prepayment; provided that if such prepayment is on any day other than on the last day of the Interest Period applicable to such SOFR Loan, the Borrowers shall be subject to the payments required by Section 2.13. 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 any such notice may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrowers (c) the Company shall give by written notice to the Administrative Agent on or prior to the specified prepayment date) if such condition is not less than one full Business Day’s prior oral or written notice satisfied. If no Default has occurred and is continuing, all prepayments under this Section 2.06(b) which are applied to reduce the principal amount of each prepayment the Loans shall be applied to the Loans as directed by the Borrowers. If the Borrowers fail to direct the application of any Eurodollar such prepayments, then such prepayments shall be applied first to the accrued but unpaid interest on and then any principal of the Swing Line Loans until paid in full, second to the accrued but unpaid interest on and then any principal of the Revolving Loans until paid in full and finally to Cash Collateralize the Obligations in an amount equal to the Effective Amount of the ​ -68- 4147-6459-6034 ​ L/C Obligations. In each case, to the extent possible, such principal payment shall be first applied to prepay Base Rate Loans and then if any funds remain, to prepay SOFR Loans; provided that if an Event of Default has occurred and is continuing at the time any such prepayment is made, the Lenders shall apply such prepayments to such Obligations as the Administrative Agent may determine in its discretion which determination shall be effective as to all Lenders (but for regulatory purposes, the Lenders may apply such payments internally as they shall determine). ​ (ii) At its option, the Borrowers may, upon notice by the Borrowers to the Swing Line Lender (with a copy to the Administrative Agent), at any time or any portion thereoffrom 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 notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) 1:00 p.m. on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying the aggregate principal amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (iiB) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable in a minimum principal amount of $50,000 or an integral multiple of $10,000 in excess thereof. Each such notice shall specify the date and having been amount of such prepayment. If such notice is given as aforesaidby the Borrowers, the principal Borrowers shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01date specified therein.

Optional Prepayments. (i) At its option, the Borrower may, in the case of Base Rate Loans may be prepaid in whole or from time to time in part at the option of the Company on any Base Rate Portions, upon one (1) Business Day’s notice to the Administrative Agent, without premium prepay such Loans or penaltyPortions in part, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate a minimum principal amount of at least $2,000,000 and 500,000 or an integral multiple of $100,000; 100,000 in excess thereof or in whole or, in the case of LIBOR Loans or LIBOR Portions, upon three (c3) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and Days’ notice to the Administrative Agent not later than 10:00 a.m. (New YorkAgent, New York time) on the same day of the prepayment of Federal Funds Rate prepay such Loans or Alternate Base Rate LoansPortions in part, in a minimum principal amount of $500,000 or an integral multiple of $100,000 in excess thereof, or any portion thereof, proposed to be made pursuant to this Section 3.01, specifying in whole. Each such notice shall specify the aggregate principal date and amount to be prepaid and the prepayment date; provided that with respect to each oral notice of a prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify each applicable Lender of any such prepayment notice. If such notice is given by the affected Lenders of Borrower, the principal amount to be prepaid Borrower shall make such prepayment and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such prepayment datethe date specified therein. If no Default has occurred and is continuing, and the provisions of all prepayments under this Section 2.02(e2.07(b) shall be applicable. The Company shall have no optional right which are applied to prepay reduce the principal amount of the Loans shall be applied to the Loans or Portions as directed by the Borrower. If the Borrower fails to direct the application of any such principal prepayments or if a Default has occurred and is continuing, such principal prepayments shall be applied pro rata to Term Loan A Loans and Term Loan B Loans until such Loans are paid in full, second to the Swing Line Loans until paid in full, third to the Revolving Loans until paid in full and finally to Cash Collateralize the Obligations in an amount equal to the Effective Amount of the L/C Obligations, and shall in any case, to the extent possible, be first applied to prepay Base Rate Portions and then if any funds remain, to prepay LIBOR Portions. (other ii) At its option, 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 partial prepayment shall be in a Discretionary Revolving Loan) other than as provided minimum principal amount of $100,000 or an integral multiple of $25,000 in this Section 3.01excess thereof. Each such notice shall specify the date and amount of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein.

Optional Prepayments. Loans may be prepaid in whole (i) The Borrowers may, upon delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datesubject to Section 3.05; provided that: (a) losses, if any, incurred unless otherwise agreed by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written Agent, (A) such notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to must be received by the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York time1) three (3) Business Days prior to any date of prepayment of Eurodollar Rate Loans and (2) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or ; (B) any portion thereof, proposed to prepayment of Eurodollar Rate Loans shall be made pursuant to this Section 3.01, specifying the aggregate in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $10,000 or a whole multiple of $5,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and the prepayment date; provided that with respect and, if Eurodollar Rate Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s 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, however, that any notice of prepayment datein full of the Committed Loans may provide that prepayment is conditioned upon the consummation of a refinancing. Notice Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be irrevocable applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrowers may, upon delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swing Line Lender, (A) such notice must be received by the Swing Line Lender and having been given as aforesaidthe 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 $50,000 or a whole multiple of $50,000 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 Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such the date specified therein. Any prepayment date, and the provisions of Section 2.02(e) principal shall be applicable. The Company shall have no optional right accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.013.05.

Optional Prepayments. Loans may be prepaid in whole (i) The Borrowers may, upon notice to the Administrative Agent by the Parent Borrower, at any time or from time to time voluntarily prepay any Borrowing of any Class in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: that (a1) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New YorkA) 11:00 a.m., New York City time, three (3) on the same day Business Days prior to any date of the prepayment of Federal Funds Rate Term SOFR Loans, (B) 11:00 a.m., New York City time, four (4) Business Days prior to any date of prepayment of Alternative Revolver Currency Loans or Alternate and (C) 1:00 p.m., New York City time, one (1) Business Day prior to the date of prepayment of Base Rate Loans, (2) any prepayment of Term SOFR Loans or Alternative Revolver Currency Loans shall be in a principal amount of $1,000,000 or a whole multiple of $100,000 in excess thereof or, in each case, the entire principal amount thereof then outstanding and (3) any portion thereofprepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof or, proposed in each case, 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 made prepaid. The Administrative Agent will promptly notify each Appropriate Lender of its receipt of each such notice, and of the amount of such Lender’s 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. Any prepayment of a Term SOFR Loan or an Alternative Revolver Currency Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to Section 3.04. Each prepayment of Term Loans pursuant to this Section 3.01, specifying the aggregate principal amount to 2.05(a) shall be prepaid and the prepayment date; provided that with respect applied pro rata to each oral notice Class of a Term Loan based upon the respective outstanding principal balances thereof and shall be applied to the installments thereof as directed by the Borrowers (it being understood and agreed that if the Borrowers do not so direct at the time of such prepayment, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the prepayment date. Notice of such prepayment shall be irrevocable applied against the scheduled repayments, if applicable, of Term Loans of the relevant Class under Section 2.07 in direct order of maturity) and having been given as aforesaidshall be paid to the Appropriate Lenders in accordance with their respective Applicable Percentages. Notwithstanding anything to the contrary contained in this Agreement, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date Borrowers may rescind any notice of prepayment, shall become due and payable on prepayment under this Section 2.05(a) if such prepayment datewould have resulted from a refinancing of all of the Facilities or consummation of another transaction, and the provisions of Section 2.02(e) which refinancing or other transaction shall not be applicable. The Company consummated or shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01otherwise be delayed.

Optional Prepayments. Loans may be prepaid in whole (a) Subject to Section 3.4, the Company may, at any time or from time to time in part at the option of the Company on any Business Daytime, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of upon at least $2,000,000 and an integral multiple two Business Days’ notice in the case of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar IBOR Loans, or upon same day notice in the case of U.S. Base Rate Loans and Optional Floating Rate Loans, to the Administrative Agent, ratably, in accordance with each U.S. Lender’s Commitment Percentage, prepay Revolving Loans in whole or in part, (i) in the case of Revolving Loans which are IBOR Loans, in minimum amounts of Five Hundred Thousand Dollars ($500,000) or any portion multiple of One Hundred Thousand Dollars ($100,000) in excess thereof, and notice to (ii) in the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day case of the prepayment of Federal Funds Rate Revolving Loans or Alternate Swing Line Loans which are U.S. Base Rate Loans, in any amount, (iii) in the case of Swing Line Loans which are Optional Floating Rate Loans, in any amount. Each notice of prepayment shall specify the date and amount of such prepayment, and whether such prepayment is of U.S. Base Rate Loans, IBOR Loans or Optional Floating Rate Loans, or any portion thereofcombination thereof and if such prepayment includes a prepayment of IBOR Loans, proposed the Interest Periods of the Loans to be made prepaid. Such notice shall not thereafter be revocable by the Company and the Administrative Agent will promptly notify each U.S. Lender thereof and of such U.S. Lender’s Commitment Percentage 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, together with accrued interest to each such date on the amount prepaid and any amounts required pursuant to Section 3.4. Any prepayments by the Company pursuant to this Section 3.01, specifying 2.6 shall be applied to the aggregate principal amount Loans as specified in the Company’s notice of prepayment. If the Company shall have failed to specify in its notice of prepayment the Loans to which such prepayment is to be prepaid applied, any prepayments by the Company pursuant to this Section 2.6 shall be applied first to any Optional Floating Rate Loans then outstanding, then to any U.S. Base Rate Loans then outstanding and last to IBOR Loans with the prepayment date; provided that with respect shortest Interest Periods remaining. Amounts applied to each oral the Revolving Loans pursuant to this Section 2.6 shall not permanently reduce or terminate the Commitments or the Aggregate Commitment, unless otherwise specified by the Company in its notice of prepayment and, in the case of a reduction only if such reduction is permitted under Section 2.5. (b) The Company may, at any time or from time to time, upon same day notice to the Administrative Agent, prepay Swing Line Loans in whole or in part, in minimum amounts of One Hundred Thousand Dollars ($100,000) or any multiple of One Hundred Thousand Dollars ($100,000) in excess thereof. Each notice of prepayment shall specify the date and amount of such prepayment. If such notice is given by the Company, the Company shall deliver promptly make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid. (c) Subject to Section 3.4A, the Canadian Company may, at any time or from time to time, upon at least two Business Days’ notice in the case of Eurodollar Rate Loans, or upon same day notice in the case of Canadian Base Rate Loans, to BOA Canada (with a copy to the Administrative Agent a confirmatory written notice of such proposed prepayment; and (d) so long as no Event of Default is continuingAgent), prepayments may be allocatedratably, at the option of the Companyin accordance with each Canadian Lender’s Commitment Percentage, to prepay Canadian Loans in whole or in part, (i) all outstanding Conventional Revolving in the case of Canadian Loans for payment ratably to the holders thereof which are Eurodollar Rate Loans, in minimum amounts of Five Hundred Thousand Canadian Dollars (C$500,000) or any multiple of One Hundred Thousand Canadian Dollars (C$100,000) in excess thereof, and (ii) in the case of Canadian Loans which are Canadian Base Rate Loans, in any amount. Each notice of prepayment shall specify the date and amount of such prepayment, and whether such prepayment is of Canadian Base Rate Loans or all outstanding Discretionary Revolving Eurodollar Rate Loans, or any combination thereof and if such prepayment includes a prepayment of Eurodollar Rate Loans, the Interest Periods of the Loans to be prepaid. The Administrative Agent Such notice shall not thereafter be revocable by the Canadian Company and BOA Canada will promptly notify each Canadian Lender thereof and of such Canadian Lender’s Commitment Percentage of such prepayment. If such notice is given by the affected Lenders of Canadian Company, the principal amount to be prepaid Canadian Company shall make such prepayment and the prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal payment amount specified in such noticenotice shall be due and payable on the date specified therein, together with accrued interest to each such date on the amount prepaid and unpaid interest thereon any amounts required pursuant to Section 3.4A. Any prepayments by the Canadian Company pursuant to this Section 2.6A shall be applied to the date Loans as specified in the Canadian Company’s notice of prepayment, shall become due and payable on such prepayment date, and . If the provisions of Section 2.02(e) shall be applicable. The Canadian Company shall have no optional right failed to prepay specify in its notice of prepayment the principal amount of Loans to which such prepayment is to be applied, any Loan (other than a Discretionary Revolving Loan) other than as provided in prepayments by the Canadian Company pursuant to this Section 3.012.6A shall be applied first to any Canadian Base Rate Loans then outstanding and then to Eurodollar Rate Loans with the shortest Interest Periods remaining. Amounts applied to the Canadian Loans pursuant to this Section 2.6A shall not permanently reduce or terminate the Canadian Sublimit or the Aggregate Commitment, unless otherwise specified by the Canadian Company in its notice of prepayment and, in the case of a reduction only if such reduction is permitted under Section 2.5.

Optional Prepayments. Loans may be prepaid in whole (i) The Borrowers may, upon delivery to the Administrative Agent of a Notice of Loan Prepayment, at any time or from time to time voluntarily prepay Committed Loans in whole or in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Datesubject to Section 3.05; provided that: (a) losses, if any, incurred unless otherwise agreed by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written (A) such notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to must be received by the Administrative Agent not later than 10:00 11:00 a.m. (New York, New York time1) three (3) Business Days prior to any date of prepayment of Term SOFR Loans and (2) on the same day date of the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or ; (B) any portion thereof, proposed to prepayment of Term SOFR 44 Loans shall be made pursuant to this Section 3.01, specifying the aggregate in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof; and (C) any prepayment of Base Rate Loans shall be in a principal amount of $10,000 or a whole multiple of $5,000 in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Committed Loans to be prepaid and the prepayment date; provided that with respect and, if Term SOFR Loans are to each oral notice of a prepaymentbe prepaid, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s 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, however, that any notice of prepayment datein full of the Committed Loans may provide that prepayment is conditioned upon the consummation of a refinancing. Notice Any prepayment of any Term SOFR Loan shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Subject to Section 2.18, each such prepayment shall be irrevocable applied to the Committed Loans of the Lenders in accordance with their respective Applicable Percentages. (ii) The Borrowers may, upon delivery to the Swing Line Lender of a Notice of Loan Prepayment (with a copy to the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that, unless otherwise agreed by the Swing Line Lender, (A) such notice must be received by the Swing Line Lender and having been given as aforesaidthe 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 $50,000 or a whole multiple of $50,000 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 Borrowers, the Borrowers shall make such prepayment and the payment amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, notice shall become be due and payable on such the date specified therein. Any prepayment date, and the provisions of Section 2.02(e) principal shall be applicable. The Company shall have no optional right accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.013.05.

Optional Prepayments. Loans may be prepaid in whole Prior to June 18, 2029, the Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes (but if in part at the option of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment Date; provided that: (a) losses, if any, incurred by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be then in an a minimum aggregate principal amount of $100,000), at least $2,000,000 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, plus the Make-Whole Amount determined for the prepayment date with respect to such principal amount. On and an integral multiple after June 18, 2029, the Company may, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes (but if in part then in a minimum aggregate principal amount of $100,000; (c) ), at 100% of the principal amount so prepaid, together with interest accrued thereon to the date of such prepayment, but without payment of the Make-Whole Amount. The Company shall will give the Administrative Agent not less than one full Business Day’s prior oral or each holder of Notes written notice of each optional prepayment of any Eurodollar Loans, or any portion thereof, under this Section 8.2 not less than 15 days and notice not more than 45 days prior to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on date fixed for such prepayment unless the same day of Company and the prepayment of Federal Funds Rate Loans or Alternate Base Rate Loans, or any portion thereof, proposed Required Holders agree to be made another time period pursuant to this Section 3.0117. Each such notice shall specify such date (which shall be a Business Day), specifying the aggregate principal amount of the Notes to be prepaid on such date, the principal amount of each Note held by such holder to be prepaid (determined in accordance with Section 8.4), and the interest to be paid on the prepayment date; provided that date with respect to each oral notice such principal amount being prepaid, and shall be accompanied by a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount (if any) due in connection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation. Two Business Days prior to such prepayment, the Company shall deliver promptly to each holder of Notes a certificate of a Senior Financial Officer specifying the Administrative Agent a confirmatory written notice calculation of such proposed prepayment; and (d) so long Make-Whole Amount, if any, as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall promptly notify the affected Lenders of the principal amount to be prepaid and the specified prepayment date. Notice of such prepayment shall be irrevocable and having been given as aforesaid, the principal amount specified in such notice, together with accrued and unpaid interest thereon to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided in this Section 3.01.

Optional Prepayments. Loans may be prepaid in whole (i) the Borrower may, upon irrevocable notice from the Borrower to the Agent, at any time or from time to time voluntarily prepay any Borrowing of any Loans in whole or in part at subject to the option payment of the Company on any Business Day, without premium or penalty, notwithstanding that such Business Day is not an Interest Payment DateApplicable Prepayment Premium; provided that: that (ai) losses, if any, incurred such notice must be received by any Lender under Section 2.02(e) shall be payable with respect to each such prepayment of any Eurodollar Loan; (b) all partial prepayments shall be in an aggregate principal amount of at least $2,000,000 and an integral multiple of $100,000; (c) the Company shall give the Administrative Agent not less than one full Business Day’s prior oral or written notice of each prepayment of any Eurodollar Loans, or any portion thereof, and notice to the Administrative Agent not later than 10:00 a.m. (New York, New York time) on the same day 12:00 p.m. three Business Days prior to any date of the prepayment of Federal Funds any Loans; and (ii)(A) any prepayment of LIBOR RateSOFR Loans shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof and (B) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or Alternate Base Rate Loans, or any portion a whole multiple of $100,000 in excess thereof, proposed to be made pursuant to this Section 3.01or, specifying in each case, if less, the aggregate 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 the prepayment date; provided that with respect to each oral notice of a prepaymentand, if LIBOR RateSOFR Loans, the Company shall deliver promptly to the Administrative Agent a confirmatory written notice Interest Period(s) of such proposed prepayment; and (d) so long as no Event of Default is continuing, prepayments may be allocated, at the option of the Company, to (i) all outstanding Conventional Revolving Loans for payment ratably to the holders thereof and (ii) any or all outstanding Discretionary Revolving Loans. The Administrative Agent shall will promptly notify the affected Lenders each Lender of its receipt of each such notice, and of the principal amount to be prepaid of such Lender’s Applicable Percentage 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 (except that any such notice may be conditioned on the receipt of net proceeds from any refinancing indebtedness or the consummation of a Change of Control that results in a refinancing and payment in full of the Obligations). Any prepayment dateof the Loan shall be accompanied by all accrued interest on the amount prepaid plus the Applicable Prepayment Premium, together with any additional amounts required pursuant to Section 3.5. Notice of Each such prepayment shall be irrevocable and having been given as aforesaid, applied to the principal amount specified installments of the Loans as directed by the Borrower (it being understood and agreed that if the Borrower does not so direct at the time of such prepayment, such prepayment shall be applied against the scheduled repayments of Loans under Section 2.7 in such notice, together with accrued direct order of maturity) and unpaid interest thereon shall be paid to the date of prepayment, shall become due and payable on such prepayment date, and the provisions of Section 2.02(e) shall be applicable. The Company shall have no optional right to prepay the principal amount of any Loan (other than a Discretionary Revolving Loan) other than as provided Lenders in this Section 3.01accordance with their respective Applicable Percentages.